Common use of Exchange Offer Registration Statement Clause in Contracts

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter of Transmittal or Agent’s Message contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter of Transmittal or Agent’s Message contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all its commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level, and the Consummation Deadline shall be extended by the number of days equal to the days from the date the Company is advised in writing by counsel that a no-action letter will be necessary or appropriate to Consummate the Exchange Offer until the date on which the staff of the Commission issues such no-action letter. In connection with the foregoing, the Company hereby agrees agree to take all such other actions as may be reasonably requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Exxxx Xxxixxx Xxxdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted intexxxxxxd in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by any Broker-Dealers Dealer that tendered Series A Notes in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other reasonable actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the CommissionCommission staff, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall Series B Notes will be required to acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all its commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered tendered, in the Exchange Offer any Offered Securities Offer, Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees agrees, if commercially reasonable, to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Co. Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Co. Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter of Transmittal or Agent’s Message contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) belowhereof, (y) use all commercially their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by any Broker-Dealers Dealer that tendered Notes in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, Closing Date there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be reasonably requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the CommissionCommission staff, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal basesbasis, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter of Transmittal or Agent’s Message contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective making effect a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes acknowledges and agree agrees that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer Offer, and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicableCommission.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees either to (x) seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities, or (y) file, in accordance with Section 4(a) hereof, a Shelf Registration Statement to permit the registration and/or resale of the Transfer Restricted Securities that would otherwise be covered by the Exchange Offer Registration Statement but for the announcement of a change in Commission policy. The In the case of clause (x) above, the Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff levellevel but shall not be required to take action not commercially reasonable to effect a change of Commission policy. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted permitted, and (C) diligently pursuing a resolution (which need not be favorablefavorable and which need not be a written resolution) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities Notes in its ordinary course of business, and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer Offer, and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff levellevel but shall not be required to take action not commercially reasonable to affect a change of Commission policy. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorablefavorable and which need not be a written resolution) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, or, if it is an Affiliate of the Company, that such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities Notes in its ordinary course of businessbusiness and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all of its commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Initial Notes or PIK Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities Initial Notes or PIK Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Initial Notes or PIK Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) ), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Broker- Dealers that tendered in the Exchange Offer any Offered Securities Series A Notes that such Broker-Broker- Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall, upon request of if requested by the Commission, provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (xi) comply with all applicable provisions of Section 6(c) below, (yii) use all commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by any Broker-Dealers Dealer that tendered Notes in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (ziii) comply with all of the following provisions: (iA) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The the Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level, but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with Notwithstanding the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (AI) participating in telephonic conferences with the CommissionCommission staff, (BII) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (CIII) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (iiB) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (AI) it is not an Affiliate of the Company, (BII) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and Offer, (CIII) it is acquiring the Exchange Securities Notes in its ordinary course of businessbusiness and (IV) if such Holder is a Broker-Dealer, that it will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities and that it will deliver a Prospectus in connection with any resale of such Exchange Notes. As a condition to its participation in the Exchange Offer offer, each Holder shall be required to make such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Act available and will be required to agree to comply with their agreements and covenants set forth in this Agreement. Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall Notes will be required to acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (iA) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement Registration Statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.K (iiiC) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (AI) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (iA) above, (BII) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (CIII) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (iA) above, if applicable.

Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities the Series B Senior Subordinated Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities and Series A Senior Subordinated Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Senior Subordinated Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be reasonably requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Senior Subordinated Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Senior Subordinated Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Senior Subordinated Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Senior Subordinated Notes obtained by such Holder in exchange for Offered Securities Series A Senior Subordinated Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and ------------------ Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation --------- ---------------------------------- (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters ------------------- (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available ---------------------------------- May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as ---------------------------- interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, ------------------- 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Senior Subordinated Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Senior Subordinated Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Senior Subordinated Notes received in the Exchange Offer and (C) any other undertaking or representation reasonably required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all their respective commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other reasonable actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any of the Guarantors has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s and the Guarantors’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities New Senior Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Senior Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Senior Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities New Senior Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge New Senior Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities New Senior Notes obtained by such Holder in exchange for Offered Securities Senior Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities New Senior Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities New Senior Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities New Senior Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series D Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Offer, Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities and Existing Notes (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series D Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series D Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.each

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use all its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission Policy, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted SecuritiesNotes. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect changes in Commission policy. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise reasonably required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities Notes (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior To the extent required by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) belowhereof, (y) use all commercially their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by any Broker-Dealers Dealer that tendered in the Exchange Offer any Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, that if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Exxon Capital Holdings Corporation (available May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling Sterling, dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx ) and Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) ), as interpreted in the Commission’s 's letter to Shearman & Sterling Sterling, dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter of Transmittal or Agent’s Message contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman Sxxxxxxx & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Offer, Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Exxxx Xxpxxxx Xxldings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the intxxxxxxex xx xxe Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter of Transmittal or Agent’s Message contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, Finco and the Company shall (x) comply with all applicable provisions provxxxxxs of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Restricted Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Restricted Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and Finco hereby agrees agree to seek a no-action letter or other favorable favorxxxx decision from the Commission or the staff of the Commission allowing the Company and Finco to Consummate an Exchange Offer for such Transfer Restricted Restxxxxxd Securities. The Company and Finco hereby agrees agree to pursue the issuance of such a no-action letter or decision to the xx xhe Commission staff level. In connection with the foregoing, the Company and Finco hereby agrees agree to take all such other reasonable actions as may xay be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and Finco (which may be contained in the Letter letter of Transmittal or Agent’s Message contemplated transmittal cxxxxxplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Restricted Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Exxxx Xxpxxxx Xxldings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior If required by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, Finco and the Company shall, upon request of the Commission, shall provide a supplemental letter to the xxx Commission (A) stating that the Company is and Finco are registering the Exchange Offer in reliance on the position xxxxxion of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the intxxxxxxex xx xxe Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-no- action letter obtained pursuant to clause (i) above, (B) including a representation that neither Issuer nor the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of Finco's and the Company’s 's information and belief, each Holder participating xxxxxcipating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantor hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyCompany or the Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantor shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantor are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable of the provisions of Section 6(c) below, (y) use all commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Offer, Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or as other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the any Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an such Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff levelstaff. In connection with the foregoing, the Company hereby agrees agrees, to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, Commission and (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commissionpermitted. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker- Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the an Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Notes acquired by such Holder directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, this Agreement rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.K or any successor provisions. (iii) Prior to effectiveness of the each Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the related Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) ), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.obtained

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Bonds by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Initial Bonds that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Initial Bonds acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to use its reasonable best efforts to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other reasonable actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Bonds to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Bonds in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Bonds shall acknowledge and agree that, if the resales are of Exchange Securities Bonds obtained by such Holder in exchange for Offered Securities Exchange Bonds acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Xxxxx Cxxxxxx Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in ixxxxxxexxx xx the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Bonds to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Bonds in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Bonds received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Broker- Dealers that tendered in the Exchange Offer any Offered Securities Series A Notes that such Broker-Broker- Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantor hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantor shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantor are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor the Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and the Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of nationally recognized counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable U.S. federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other reasonable actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including including, without limitation limitation, (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted permitted, and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer Offer, and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Exxxx Xaxxxxx Xoldings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.K or Item 9.B. or 9.D. of Form 20-F, as applicable. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted inxxxxxxted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer Offer, and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all of its commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to use commercially reasonable efforts to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other commercially reasonable actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s information knowledge and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other commercially reasonable undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commissionsuch submission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Morgxx Stanxxx xxx Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Offered Securities Series A Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective making effect a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Exxxx Xxxixxx Xxxdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the intexxxxxxd xx xxx Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Additional Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities Additional Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff levellevel but shall not be required to take action not commercially reasonable to affect a change of Commission policy. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorablefavorable and which need not be a written resolution) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, or, if it is an Affiliate of the Company, that such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities Notes in its ordinary course of businessbusiness and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Additional Notes that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Additional Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 3 above and Section 6(c) below, below and (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in applicable law or Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantors hereby agrees agree either to (x) seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such or (y) file, in accordance with Section 4(a) hereof, a Shelf Registration Statement to permit the registration and/or resale of the Transfer Restricted SecuritiesSecurities that would otherwise be covered by the Exchange Offer Registration Statement but for a change in applicable law or Commission policy. The In the case of clause (x) above, the Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff levellevel but shall not be required to take action not commercially reasonable to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other commercially reasonable actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, including any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities Notes in its ordinary course of businessbusiness and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own private account as a result of market-making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated (available July 2, 1993), and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), ) and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, 508 of Regulation S-K.K under the Act, as applicable. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx ) and Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) ), as interpreted in the Commission’s letter to Shearman & Sterling dated (available July 2, 1993), and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s and each Guarantor’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Bond Guarantor shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Bonds by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Series A Bonds that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Series A Bonds acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Bond Guarantor hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Bond Guarantor to Consummate an Exchange Offer for such Transfer Restricted SecuritiesBonds. The Company and the Bond Guarantor hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Bond Guarantor hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities Bonds (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Bond Guarantor (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Series B Bonds to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Bonds in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Series B Bonds hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Series B Bonds obtained by such Holder in exchange for Offered Securities Series A Bonds acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Bond Guarantor shall provide a supplemental letter to the Commission (A) stating that the Company is and the Bond Guarantor are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor the Bond Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Series B Bonds to be received in the Exchange Offer and that, to the best of the Company’s 's and the Bond Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Bonds in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Series B Bonds received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section Sections 6(c) belowand 6(d) hereof, (y) use all their respective commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by any Broker-Dealers Dealer that tendered Securities in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, Closing Date there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities, but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Notwithstanding the foregoing, the Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be reasonably requested by the Commission or otherwise reasonably required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the CommissionCommission staff, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal basesbasis, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-DealerBroker Dealer other than certain specified holders) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (C) it has no arrangement or understanding with any person Person to participate in, a in the distribution (within the meaning of the Act) of the Exchange Securities Securities, to be issued in the Exchange Offer and Offer, (CD) it is acquiring the Exchange Securities in its ordinary course of businessbusiness and (E) if such Holder is a Broker-Dealer, that it will receive Exchange Securities for its own account in exchange for Notes that were acquired as a result of market making activities or other trading activities and that it will deliver a Prospectus in connection with any resale of such Exchange Securities. As a condition to its participation In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Guarantors’ preparations for the Exchange Offer each Offer. Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall will be required to acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement Registration Statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor the Guarantors has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s and the Guarantors’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (iA) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use all commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to use commercially reasonable efforts to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The ; provided, however, that the Company hereby agrees shall not be required to pursue the issuance of seek such a no-action letter or decision if based upon the written advice of counsel the Company reasonably determines that seeking such a no-action letter would not be likely to produce a favorable decision from the Commission staff levelCommission. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Morgan Xxxxxey and Co.Xx., Inc. Xnc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co.Morgan Stanxxx xxx Xo., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange OfferIN CONNECTION WITH THE ---------------------------------------- EXCHANGE OFFER, the Company shall THE COMPANY SHALL (xX) comply with all applicable provisions of Section 6(cCOMPLY WITH ALL APPLICABLE PROVISIONS OF SECTION 6(C) belowBELOW, (yY) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by BrokerUSE ITS RESPECTIVE BEST EFFORTS TO EFFECT SUCH EXCHANGE AND TO PERMIT THE RESALE OF SERIES B DEBENTURES BY BROKER-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities DEALERS THAT TENDERED IN THE EXCHANGE OFFER SERIES A DEBENTURES THAT SUCH BROKER- DEALER ACQUIRED FOR ITS OWN ACCOUNT AS A RESULT OF ITS MARKET MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (other than Offered Securities acquired directly from the Company or any of its AffiliatesOTHER THAN SERIES A DEBENTURES ACQUIRED DIRECTLY FROM THE COMPANY OR ANY OF ITS AFFILIATES) being sold in accordance with the intended method or methods of distribution thereofBEING SOLD IN ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION THEREOF, and AND (zZ) comply with all of the following provisions: COMPLY WITH ALL OF THE FOLLOWING PROVISIONS: (i) II. If, following the date hereof, hereof there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be are requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter of Transmittal or Agent’s Message contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (xi) comply with all applicable provisions of Section 6(c) below, (yii) use all their commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Notes by any Broker-Dealers Dealer that tendered Notes in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (ziii) comply with all of the following provisions: (iA) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (AI) participating in telephonic conferences with the CommissionCommission staff, (BII) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (CIII) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (iiB) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (AI) it is not an Affiliate of the Company, (BII) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (CIII) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall Notes will be required to acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (iA) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement Registration Statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.K (iiiC) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (AI) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (iA) above, (BII) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (CIII) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (iA) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Senior Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Senior Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Senior Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of and the Commission, Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer any Offered Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter of Transmittal or Agent’s 's Message contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all its commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees either to (x) seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities, or (y) file, in accordance with Section 4(a) hereof, a Shelf Registration Statement to permit the registration and/or resale of the Transfer Restricted Securities that would otherwise be covered by the Exchange Offer Registration Statement but for the announcement of a change in Commission policy. The In the case of clause (x) above, the Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff levellevel but shall not be required to take action not commercially reasonable to affect a change of Commission policy. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted permitted, and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities Notes in its ordinary course of business, and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior To the extent required by Commission policies and procedures, prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer Offer, and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use all commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or Commission, including oral advice from the staff of the Commission Commission, allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) ), to the effect that (A) it is not an Affiliate of the Company, Company (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.by (iii) Prior to the effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Morgxx Stanxxx xxx Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use all commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities New Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the The Company hereby agrees agrees, however, to take all such other actions (so long as not commercially unreasonable) as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities New Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge New Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities New Notes obtained by such Holder in exchange for Offered Securities Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the 9 registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Morgxx Xxxnxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities New Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities New Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities New Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Notes that such Broker-Broker- Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to seek a no-action letter an interpretation or other favorable decision from the Commission or the staff of the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agrees agree to pursue the issuance of such a no-action letter or decision to at the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agrees agree to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co.MORGXX XXXNXXX XXX CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicableSTERLING.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Enterprise shall (x) comply with all applicable provisions of Section 6(c) belowhereof, (y) use all commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by any Broker-Dealers Dealer that tendered in the Exchange Offer any Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company Enterprise or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company Enterprise raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company Enterprise hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company Enterprise to Consummate an Exchange Offer for such Transfer Restricted Securities, provided that the Enterprise shall not be required to seek such no-action letter or favorable decision if in the opinion of Xxxxxx & Xxxxxxx such no-action letter or favorable decision is not likely to be forthcoming based upon its information and experience. The Company Enterprise hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company Enterprise hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Enterprise setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyEnterprise, prior to the Consummation of the Exchange Offer, a written representation to the Company Enterprise (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyEnterprise, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, that if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Notes acquired directly from the Company Enterprise or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling STERLING, dated July 2, 1993, and similar applicable no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, Enterprise shall provide a supplemental letter to the Commission (A) stating that the Company Enterprise is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), Mxxxxx Sxxxxxx ) and Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) ), as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling STERLING, dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company Enterprise has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s Enterprise's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Issuer shall (x) comply with all applicable provisions of Section 6(c) belowhereof, (y) use all commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by any Broker-Dealers Dealer that tendered in the Exchange Offer any Offered Securities Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Offered Securities Notes acquired directly from the Company Issuer or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company Issuer raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company Issuer hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company Issuer to Consummate an Exchange Offer for such Transfer Restricted Securities, provided that the Issuer shall not be required to seek such no-action letter or favorable decision if in the opinion of Holland & Knight LLP such no-action letter or favorable decision is not likely to be forthcoming based upon its information and experience. The Company Issuer hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company Issuer hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decisiondecision (but shall not be required to take commercially unreasonable action to effect a change of Commission policy), including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commissionsuch submission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuer, prior to the Consummation of the Exchange Offer, a written representation to the Company Issuer (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and Offer; (C) it is acquiring the Exchange Securities Notes in its ordinary course of business; and (D) such other representations reasonably requested by the Issuer. As a condition to its participation in the Exchange Offer Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, that if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Notes acquired directly from the Company Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the intxxxxxxex xx xxe Commission’s 's letter to Shearman & Sterling Sterling, dated July 2, 1993, and similar applicable no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, Issuer shall provide a supplemental letter to the Commission (A) stating that the Company Issuer is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx ) and Morgan Stanley and Co., Inc. (available June 5, 1991) ), as interpreted in the xx xxe Commission’s 's letter to Shearman & Sterling Sterling, dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company Issuer has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s Issuer's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, Fincx xxx the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all commercially reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Restricted Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Restricted Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees and Fincx xxxeby agree to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to and Fincx xx Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees and Fincx xxxeby agree to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees and Fincx xxxeby agree to take all such other reasonable actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and Fincx (which xxich may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Offered Securities acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.or

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all its commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer any Offered Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Offered Securities Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission or the staff of the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a no-action letter or decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required by the Commission in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff; provided that this Section 6(a)(i) shall not restrict or limit the Company from complying with the requirements of Section 4, including filing and using commercially reasonable efforts to cause to be made effective a Shelf Registration Statement before obtaining a no-action letter or other decision or resolution from the Commission or the staff of the Commissionsuch submission. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company (which may be contained in the Letter letter of Transmittal or Agent’s Message transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Offered Securities Initial Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of such acknowledgment and agreementthis Agreement, rely on the position of the Commission enunciated in Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, upon request of the Commission, shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable. (iv) If requested by any Initial Purchaser, the Company shall furnish to such Initial Purchaser, before filing with the Commission, copies of the Exchange Offer Registration Statement or any Prospectus included therein or any amendments or supplements to any such Exchange Offer Registration Statement or Prospectus, which documents will be subject to the review and comment of such Initial Purchaser, and the Company will not file any such Exchange Offer Registration Statement or Prospectus or any amendment or supplement to any such Exchange Offer Registration Statement or Prospectus to which such Initial Purchaser shall reasonably object prior to the filing thereof with the Commission. A Holder shall be deemed to have reasonably objected to such filing if such Exchange Offer Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission or fails to comply with the applicable requirements of the Act. (v) If requested by any Initial Purchaser in connection with such exchange, the Company shall promptly include in any Exchange Offer Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Initial Purchaser may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;