Common use of Exchange Offer Registration Statement Clause in Contracts

Exchange Offer Registration Statement. In connection with the Exchange Offers, the Company shall (x) comply with all of the provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than 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, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether 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 allowing the Company to Consummate such Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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. (ii) As a condition to its participation in the Exchange Offers, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each Holder using an Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for 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 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), 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 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Initial Notes acquired directly from the Company any Issuers or any of its their 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal lawlaw (or, in the reasonable opinion of such counsel, there is a substantial question as to whether an Exchange Offer is permitted with respect to Additional Dividend Notes), the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions (other than such actions as may be commercially unreasonable) as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it such Holder is not an Affiliate of the Companyeither Issuer or a Broker-Dealer tendering Initial Notes acquired directly from either Issuer for its own account, (B) it is not engaged in, and does not intend to engage in, and has B)such Holder will have no arrangement or understanding with any person to participate in, a in the distribution of the Initial Notes or the Exchange Notes to be issued in within the Exchange Offer and meaning of the Act, (C) it if the Holder is acquiring the not a Broker-Dealer or is a Broker-Dealer but will not receive Exchange Notes for its own account in its ordinary course of business. Each exchange for Initial Notes, neither the Holder using an Exchange Offer nor any such other Person is engaged in or intends to participate in a distribution of the Exchange Notes shall acknowledge Notes, and agree that, if the resales are of (D) any Exchange Notes obtained received by such Holder will be acquired in the ordinary course of its business. If the Holder is a Broker-Dealer that will receive Exchange Notes for its own account in exchange for Initial Notes, it will represent that the Initial Notes to be exchanged for the Exchange Notes were acquired by such Holder directly from the Company it as a result of market-making activities or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such Exchange Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Exchange Notes, the Holder is not admitting that such a secondary resale transaction should be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K or any successor provisionsthe Act. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 ), 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 (iSection 6(a)(i) above, (B) including a representation that neither the Company nor any Guarantor Issuer has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s each Issuer's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (iSection 6(a)(i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes Securities by Broker-Dealers that tendered in the Exchange Offers, Notes Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Notes Securities acquired directly from the Company Issuers or any of its their respective 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyAuthority, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Authority (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyIssuers, (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 Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes Securities shall acknowledge and agree that, if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Notes Securities acquired by such Holder directly from the Company Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 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 any Guarantor has Issuers have not entered into any arrangement or understanding with any Person person to distribute the Exchange Notes Securities to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers’ information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes Securities in its ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the Exchange Notes Securities received in the Exchange Offers 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 OffersOffer, the Company Issuers and the Guarantors shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) shall use its reasonable their respective best efforts to effect such exchange and to permit the resale sale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Broker- Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) Transfer Restricted Securities 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 there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company raises Issuers there is a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers and the Guarantors to Consummate such an Exchange Offer for such Transfer Restricted SecuritiesNotes. The Company agrees Issuers and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staffstaff level, but shall not be required to take commercially unreasonable actions to effect a change of Commission policy. In connection with the foregoing, the Company agrees, Issuers and the Guarantors hereby agree to take all such other actions as may be are requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange OffersOffer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of either of the CompanyIssuers, (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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using an the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or an Affiliate thereof, it Offer (1) could not, not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 should 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 or any successor provisions. (iii) Prior to effectiveness if the resales are of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received obtained by such Holder in exchange for Notes acquired by such Holder directly from the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement Issuers or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 applicablean affiliate thereof.

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its their reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Series A Notes acquired directly from the Company Issuers or any of its their 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyIssuers, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 ), 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 any Guarantor Issuer has entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers’ information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company SH Group shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes Series B Debentures by Broker-Dealers that tendered Notes in the Exchange Offers, Notes Offer Series A Debentures that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Notes Series A Debentures acquired directly from the Company SH Group 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 SH Group raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company SH Group hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company SH Group to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company SH Group hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, SH Group hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company SH Group setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the CompanySH Group, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company SH Group (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanySH Group, (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 Notes Series B Debentures to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Series B Debentures in its ordinary course of business. Each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge Series B Debentures hereby acknowledges and agree agrees that, if the resales are of Exchange Notes Series B Debentures obtained by such Holder in exchange for Notes Series A Debentures acquired by such Holder directly from the Company SH Group or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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.resale

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Issuers and the Guarantors shall (x) comply with all of the applicable provisions of Section 6(c) belowhereof, (y) use its their reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Series A Notes acquired directly from the Company Issuers or any of its their 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 offers, such as the Exchange Offer, that that, in the reasonable opinion of counsel to the Company Issuers and the Guarantors, raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers and the Guarantors to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers and the Guarantors hereby agree to pursue use their reasonable best efforts in pursuing the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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 permittedlevel. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that that, at the time of Consummation of the Exchange Offer, (A) it is not an Affiliate any Series B Notes received by such Holder will be acquired in the ordinary course of the Companyits business, (B) it is not engaged in, and does not intend to engage in, and has such Holder will have no arrangement or understanding with any person to participate in, a in the distribution of the Exchange Series A Notes to be issued in or the Exchange Offer and Series B Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Series A Notes, neither the Exchange Notes Holder nor any such other Person is engaged in its ordinary course of business. Each Holder using an Exchange Offer or intends to participate in a distribution of the Exchange Notes shall acknowledge Series B Notes, and agree that, if the resales are of Exchange Notes obtained by (D) that such Holder is not an Affiliate of the Issuers. If the Holder is a Broker-Dealer that will receive Series B Notes for its own account in exchange for Series A Notes, it will represent that the Notes to be exchanged for the Series B Notes were acquired by it as a result of market-making activities or other trading activities, and will acknowledge that it will deliver a prospectus meeting the requirements of the Act in connection with any resale of such Series B Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a prospectus meeting the requirements of the Act in connection with any resale of such Series B Notes, the Holder directly from is not admitting that it is an "underwriter" within the Company or an Affiliate thereofmeaning of the Act. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, it the Issuers and the Guarantors shall provide a supplemental letter to the Commission (1A) could not, under Commission policy as stating that the Issuers and the Guarantors are registering the Exchange Offer in effect on the date of this Agreement rely reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available Corporation(available May 13, 1988) and Mxxxxx Sxxxxxx and Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991), 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 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 '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 Issuers nor any Guarantor has have entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers' and the Guarantors' information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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.any

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Holding shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes Series B Debentures by Broker-Dealers that tendered in the Exchange Offers, Notes Offer Series A Debentures that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Notes Series A Debentures acquired directly from the Company Holding 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 Holding raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Holding hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company Holding to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Holding hereby agrees to pursue the issuance of such a decision to from the Commission staffstaff level. In connection with the foregoing, the Company agrees, Holding hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Holding setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyHolding, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Holding (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyHolding, (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 Notes Series B Debentures to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Series B Debentures in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes Series B Debentures shall acknowledge and agree that, if the resales are of Exchange Notes Series B Debentures obtained by such Holder in exchange for Notes Series A Debentures acquired by such Holder directly from the Company Holding or an Affiliate thereof, it then such Holder (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Holding shall provide a supplemental letter to the Commission including (A) stating a statement that the Company Holding 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 ), 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 Holding has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes Series B Debentures to be received in the Exchange Offers Offer and that, to the best of the Company’s Holding's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes Series B Debentures in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes Series B Debentures received in the Exchange Offers 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 OffersOffer, the Company Issuer shall (x) comply with all of the applicable provisions of Section 6(c) belowhereof, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes Series B Debentures by Broker-Dealers that tendered in the Exchange Offers, Notes Offer Series A Debentures that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Notes Series A Debentures 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 there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer, that that, in the reasonable opinion of counsel to the Company Issuer, raises a substantial question as to whether any 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 allowing the Company Issuer to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Issuer hereby agrees to pursue use its reasonable best efforts in pursuing the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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 permittedlevel. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company Issuer (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that that, at the time of Consummation of the Exchange Offer, (A) it is not an Affiliate any Series B Debentures received by such Holder will be acquired in the ordinary course of the Companyits business, (B) it is not engaged in, and does not intend to engage in, and has such Holder will have no arrangement or understanding with any person to participate in, a in the distribution of the Exchange Notes to be issued in Series A Debentures or the Exchange Offer and Series B Debentures within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Debentures for its own account in exchange for Series A Debentures, neither the Exchange Notes Holder nor any such other Person is engaged in its ordinary course of business. Each Holder using an Exchange Offer or intends to participate in a distribution of the Exchange Notes shall acknowledge Series B Debentures, and agree that, if the resales are of Exchange Notes obtained by (D) that such Holder is not an Affiliate of the Issuer. If the Holder is a Broker-Dealer that will receive Series B Debentures for its own account in exchange for Notes Series A Debentures, it will represent that the Debentures to be exchanged for the Series B Debentures were acquired by such Holder directly from the Company it as a result of market-making activities or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such Series B Debentures. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Series B Debentures, the Holder is not admitting that such a secondary resale transaction should be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K or any successor provisionsthe Act. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuer shall provide a supplemental letter to the Commission (A) stating that the Company Issuer 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 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 Issuer has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes Series B Debentures to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuer's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes Series B Debentures in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes Series B Debentures received in the Exchange Offers 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 OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Initial Notes acquired directly from the Company any Issuers or any of its their 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal lawlaw (or, in the reasonable opinion of such counsel, there is a substantial question as to whether an Exchange Offer is permitted with respect to Additional Dividend Notes), the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions (other than such actions as may be commercially unreasonable) as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it such Holder is not an Affiliate of the Companyeither Issuer or a Broker-Dealer tendering Initial Notes acquired directly from either Issuer for its own account, (B) it is not engaged in, and does not intend to engage in, and has such Holder will have no arrangement or understanding with any person to participate in, a in the distribution of the Initial Notes or the Exchange Notes to be issued in within the Exchange Offer and meaning of the Act, (C) it if the Holder is acquiring the not a Broker-Dealer or is a Broker-Dealer but will not receive Exchange Notes for its own account in its ordinary course of business. Each exchange for Initial Notes, neither the Holder using an Exchange Offer nor any such other Person is engaged in or intends to participate in a distribution of the Exchange Notes shall acknowledge Notes, and agree that, if the resales are of (D) any Exchange Notes obtained received by such Holder will be acquired in the ordinary course of its business. If the Holder is a Broker-Dealer that will receive Exchange Notes for its own account in exchange for Initial Notes, it will represent that the Initial Notes to be exchanged for the Exchange Notes were acquired by such Holder directly from the Company it as a result of market-making activities or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such Exchange Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Exchange Notes, the Holder is not admitting that such a secondary resale transaction should be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K or any successor provisionsthe Act. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 ), 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 (iSection 6(a)(i) above, (B) including a representation that neither the Company nor any Guarantor Issuer has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s each Issuer's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (iSection 6(a)(i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company and the Guarantors shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its all of their respective commercially reasonable best efforts to effect such exchange and to permit the resale for up to 180 days from the date on which the Exchange Offer is Consummated of Exchange Notes by Broker-Dealers that tendered Initial Notes in the Exchange Offers, Notes Offer that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than 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 there has been announced a change in applicable law or 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 any 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 allowing the Company and the Guarantors to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, and the Guarantors hereby agree to take all such other actions as may be reasonably requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation diligently pursuing a resolution (Awhich need not be favorable) participating in telephonic conferences with by the 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 permittedstaff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of 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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial 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 this Agreement 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are 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 has nor any Guarantor has the Guarantors have entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s and the Guarantors’ information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 OffersOffer, the Company Issuers shall (xi) comply with all of the applicable provisions of Section 6(c) belowhereof, (yii) use its reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Series A Notes acquired directly from the Company Issuers or any of its their 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 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A1) participating in telephonic conferences with the Commission and Commission, (B2) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (3) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (iiB) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A1) it is not an Affiliate of the CompanyIssuers, (B2) 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 Series B Notes to be issued in the Exchange Offer and (C3) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company Issuers or an Affiliate thereof, it (1x) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) xxx Exxxx Xxpital 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)(iii)(A) aboveof this Section 6), and (2y) 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 should 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 or any successor provisions.K. (iiiC) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A1) stating that the Company is Issuers are 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 ), Morgan Stanley and Co., Inc. (available June 5, 1991), as interpreted ) xx xnxxxxxxxed 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)(iii)(A) aboveof this Section 6, (B2) including a representation that neither the Company nor any Guarantor Issuer has entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s each Issuer's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers Offer and (C3) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (ia)(iii)(A) aboveof this Section 6, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes Securities by Broker-Dealers that tendered in the Exchange Offers, Notes Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Notes Securities acquired directly from the Company Issuers or any of its their respective 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyAuthority, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Authority (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyIssuers, (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 Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes Securities shall acknowledge and agree that, if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Notes Securities acquired by such Holder directly from the Company Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 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 any Guarantor has Issuers have not entered into any arrangement or understanding with any Person person to distribute the Exchange Notes Securities to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers’ information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes Securities in its ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the Exchange Notes Securities received in the Exchange Offers Offer and (C) any other undertaking undertak- ing 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 OffersOffer, the Company Issuer shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Series A 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 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 Issuer raises a substantial question as to whether any 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 allowing the Company Issuer to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Issuer hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuer hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company Issuer (which may be contained in the letter of transmittal contemplated by the related 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 to participate in, a distribution of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991), as interpreted in the Commission’s 's letter to Shearman 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 Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should must be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuer shall provide a supplemental letter to the Commission (A) stating that the Company Issuer is registering the related Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co.), Inc. 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 neither the Company nor any Guarantor Issuer has not entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuer's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the provisions of Section 6(c) below, (y) below and shall use its reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof. In addition, the Company (with respect to (i) and (ziii) of this Section 6(a)) and each Holder of Transfer Restricted Securities (with respect to (ii) of this Section 6(a)) shall 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 If in the reasonable opinion of counsel to the Company raises there is a substantial question as to whether any 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 allowing the Company to Consummate such consummate an Exchange Offer for such Transfer Restricted SecuritiesNotes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level 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, however, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating participate in telephonic conferences with the Commission and staff of the Commission, (B) delivering deliver 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 permittedpermitted and (C) use reasonable best efforts pursue a resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange OffersOffer pursuant to 11 the terms of this Agreement, each Holder of Transfer Restricted Securities shall (including, without limitation, any Holder who is a Broker-Dealerx) shall furnish, upon the request of the Company, prior to the Consummation of the applicable Exchange Offerconsummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate "affiliate" of the CompanyCompany as defined in Rule 405 of the Securities Act, (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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of businessbusiness and (y) otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using an the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or an Affiliate thereof, it Offer (1) could not, not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (includingincluding Browx & Xood XXX (available February 7, if applicable1997), and 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 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 or any successor provisionsif the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company. (iii) Prior to the effectiveness of each the Exchange Offer Registration Statement, to the extent required by the Commission, the Company 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 ), Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman Browx & Sterling dated July 2Xood LLP (available February 7, 1993, 1997) and, if applicable, any no-action letter obtained pursuant to clause (i) above, above and (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 Notes to be received in the Exchange Offers Offer and that, that to the best of the Company’s 's information and belief, each Holder (other than an Initial Purchaser) participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 applicableOffer.

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes Securities by Broker-Dealers that tendered in the Exchange Offers, Notes Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Notes Securities acquired directly from the Company Issuers or any of its their respective 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyAuthority, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Authority (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyIssuers, (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 Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes Securities shall acknowledge and agree that, if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Notes Securities acquired by such Holder directly from the Company Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement 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), 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 Issuers have not entered into any arrangement or understanding with any Person person to distribute the Exchange Notes Securities to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers’ information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes Securities in its ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the Exchange Notes Securities received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A 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 this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co.), Inc. 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 neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities, or (y) use its commercially reasonable efforts to file a Shelf Registration Statement pursuant to Rule 415 under the Act, in accordance with Section 4(a) hereof, 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 decision to the Commission staffstaff level 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 agrees, hereby agrees to take all such other actions as may be reasonably requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Notes in its ordinary course of its 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 account as a result of market making or other trading activities, it will deliver a Prospectus (or, to the extent permitted by applicable law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Notes. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial 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 this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and 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 (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 Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 ), 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, 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 Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers Offer, and (C) including 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 OffersOffer, the Company Authority shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Senior Subordinated Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Senior Subordinated Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Initial Senior Subordinated Notes acquired directly from the Company Authority 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 Authority raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Authority hereby agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Company Authority to Consummate such a Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, Authority hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Authority setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the CompanyAuthority, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Authority (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyAuthority, (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 Senior Subordinated Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Senior Subordinated Exchange Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Senior Subordinated Exchange Notes shall acknowledge and agree that, if the resales are of Senior Subordinated Exchange Notes obtained by such Holder in exchange for Initial Senior Subordinated Notes acquired by such Holder directly from the Company Authority or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Authority shall provide a supplemental letter to the Commission (A) stating that the Company Authority 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 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 Authority has not entered into any arrangement or understanding with any Person person to distribute the Senior Subordinated Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Authority's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Senior Subordinated Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the Senior Subordinated Exchange Notes received in the Exchange Offers 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. (i) In connection with the Exchange OffersOffer or the Private Exchange, as the case may be, the Company Issuer shall (xA) comply with all of the applicable provisions of Section 6(c) below, below and (yB) use its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes Bonds or the Private Exchange Bonds, as the case may be, by Broker-Dealers that tendered in the Exchange OffersOffer or the Private Exchange, Notes as the case may be, Initial Bonds that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Notes Initial Bonds 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 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 Issuer raises a substantial question as to whether any 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 allowing the Company Issuer to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Issuer hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuer hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. At any point in the process, the Issuer may, in lieu of continuing or pursuing a no-action letter, file a Shelf Registration Statement. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company Issuer (which may be contained in the letter of transmittal contemplated by the related 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 Notes Bonds to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Notes Bonds in its ordinary course of businessbusiness and (D) if such Holder is a Broker-Dealer, that it will receive Exchange Bonds for its own account in exchange for Initial Bonds that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Bonds. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes Bonds shall acknowledge and agree that, if the resales are of Exchange Notes Bonds obtained by such Holder in exchange for Notes Initial Bonds acquired by such Holder directly from the Company Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) xxx Exxxx Xxpital 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 should 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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.K.

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company shall (xi) comply with all of the applicable provisions of Section 6(c) below, (yii) use its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes Securities by any Broker-Dealers Dealer that tendered Securities in the Exchange Offers, Notes Offer that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Notes Securities acquired directly from the Company or any Affiliate of its Affiliatesthe Company) 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (AI) participating in telephonic conferences with the Commission and 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 permittedpermitted and (III) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (iiB) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, Company prior to the Consummation of the applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the related 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 Notes Securities to be issued in the Exchange Offer and Offer, (CIII) it is acquiring the Exchange Notes Securities in its ordinary course of businessbusiness and (IV) such other representations as may be necessary under applicable Commission rules, regulations or interpretations. Each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall Securities will be required to acknowledge and agree that, if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Notes Securities 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 this Agreement 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 (iA) 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 should 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 or any successor provisions.K. (iiiC) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (AI) 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 (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 Notes Securities to be received in the Exchange Offers Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes Securities received in the Exchange Offers and 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by any Broker-Dealers Dealer that tendered Series A Notes in the Exchange Offers, Notes Offer that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall will be required to acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A 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 this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 ), 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 Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company Issuers shall (xi) comply with all of the applicable provisions of Section 6(c) belowhereof, (yii) use its reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Series A Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series B Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Series B 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 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 any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to use commercially reasonable best efforts to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other commercially reasonable actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A1) participating in telephonic conferences with the Commission and Commission, (B2) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (3) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (iiB) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall promptly furnish, upon the request of the Company, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A1) it is not an Affiliate of the Company, (B2) 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 Series A Notes to be issued in the Exchange Offer and (C3) it is acquiring the Exchange Series A Notes in its ordinary course of business. Each Holder using an Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for 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 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), 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 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 or any successor provisions. (iiiC) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A1) stating that the Company is Issuers are 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 ), 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)(iii)(A) aboveof this Section 6, (B2) including a representation that neither none of the Company nor any Guarantor has Issuers have entered into any arrangement or understanding with any Person to distribute the Exchange Series A Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s each of the Issuers' information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Series A Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Series A Notes received in the Exchange Offers Offer and (C3) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (ia)(iii)(A) aboveof this Section 6, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Issuers and the Guarantors shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Initial Notes acquired directly from the Company Issuers or any of its their 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 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 allowing the Company to Consummate such Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers and the Guarantors (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyIssuers, (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 Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange 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. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and 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 similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above)letters, 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 should 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 or any successor provisions.K. (iiiii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers and the Guarantors are 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 ), 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 any Guarantor has Issuers and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the CompanyIssuers’ and each Guarantor’s information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered tendered, in the Exchange OffersOffer, Initial Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company hereby agrees, if commercially reasonable, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge hereby acknowledges and agree agrees that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial 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 this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co. Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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) ), Xxxxxx Xxxxxxx and Mxxxxx Sxxxxxx 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 neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by any Broker-Dealers Dealer that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than 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 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 any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge hereby acknowledges and agree agrees that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for 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 this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 ), 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 Issuers have not entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers' information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company Partnership shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange New Senior Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Senior Notes that such Broker-Dealer Dealers acquired for its their own account accounts as a result of its their market making activities as or other trading activities (other than Senior Notes acquired directly from the Company Partnership 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 Partnership or counsel to the Initial Purchaser raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Partnership hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company Partnership to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Partnership hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Partnership hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Partnership setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyPartnership, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Partnership (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyPartnership, (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 New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Senior Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange New Senior Notes shall acknowledge and agree that, if the resales are of Exchange New Senior Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company Partnership or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement 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), 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 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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.Morgxx Xxxnxxx xxx

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Partnership shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange New Senior Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Senior Notes that such Broker-Dealer Dealers acquired for its their own account accounts as a result of its their market making activities as or other trading activities (other than Senior Notes acquired directly from the Company Partnership 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 Partnership or counsel to the Initial Purchasers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Partnership hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company Partnership to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Partnership hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Partnership hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Partnership setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyPartnership, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Partnership (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyPartnership, (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 New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Senior Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange New Senior Notes shall acknowledge and agree that, if the resales are of Exchange New Senior Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company Partnership or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Partnership shall provide a supplemental letter to the Commission (A) stating that the Company Partnership 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 ), 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 Partnership has not entered into any arrangement or understanding with any Person to distribute the Exchange New Senior Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Partnership's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 New Senior Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by each of the Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with and subject to the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial 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 this Agreement Agreement, rely on the position of the Commission enunciated in Morgxx Xxxnxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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.prospectus

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) belowhereof, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Participating Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than 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 there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer, that that, in the reasonable opinion of counsel to the Company Company, raises a substantial question as to whether any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue use its reasonable best efforts in pursuing the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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 permittedlevel. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that that, at the time of Consummation of the Exchange Offer, (A) it is not an Affiliate any Exchange Notes received by such Holder will be acquired in the ordinary course of the Companyits business, (B) it is not engaged in, and does not intend to engage in, and has such Holder will have no arrangement or understanding with any person to participate in, a in the distribution of the Initial Notes or the Exchange Notes to be issued in within the Exchange Offer and meaning of the Act, (C) it if the Holder is acquiring the not a Broker-Dealer or is a Broker-Dealer but will not receive Exchange Notes for its own account in its ordinary course of business. Each exchange for Initial Notes, neither the Holder using an Exchange Offer nor any such other Person is engaged in or intends to participate in a distribution of the Exchange Notes shall acknowledge Notes, and agree that, if (D) that such Holder is not an Affiliate of the resales are of Company. If the Holder is a Broker-Dealer that will receive Exchange Notes obtained by such Holder for its own account in exchange for Initial Notes, it will represent that the Notes to be exchanged for the Exchange Notes were acquired by such Holder directly from the Company it as a result of its market-making activities or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such Exchange Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Exchange Notes, the Holder is not admitting that such a secondary resale transaction should be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K or any successor provisionsthe Act. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 Morgan Stanley and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s interpxxxxx ix xxx Xommission'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 Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A 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 this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 EXXON CAPITAL HOLDING CORPORATION (available May 13May, 13 1988) and Mxxxxx Sxxxxxx and Co.), Inc. XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991), 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 neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) shall use its reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) Transfer Restricted Securities 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 there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company raises there is a substantial question as to whether any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted SecuritiesSeries A Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be are requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange OffersOffer pursuant to the terms of this Agreement, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using an the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or an Affiliate thereof, it Offer (1) could not, not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and 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 should 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 if the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or any successor provisionsan affiliate thereof. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 ), 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 any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities, or (y) use its commercially reasonable efforts to file a Shelf Registration Statement pursuant to Rule 415 under the Act, in accordance with Section 4(a) hereof, 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 decision to the Commission staffstaff level 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 agrees, hereby agrees to take all such other actions as may be reasonably requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Notes in its ordinary course of its 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 account as a result of market making or other trading activities, it will deliver a Prospectus (or, to the extent permitted by applicable law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Notes. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial 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 this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and 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 (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 Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 ), 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, 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 Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers Offer, and (C) including 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 OffersOffer, the Company Authority shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Initial Notes acquired directly from the Company Authority 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 Authority raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Authority hereby agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Company Authority to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, Authority hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Authority setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyAuthority, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Authority (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyAuthority, (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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company Authority or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation ---------------------------------- (available May 13, 1988) and 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Authority shall provide a supplemental letter to the Commission (A) stating that the Company Authority 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 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 Authority has not entered into any arrangement or understanding with any Person person to distribute the Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Authority's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Notes received in the Exchange Offers 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 OffersOffer, the Company Authority shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Senior Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Senior Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Initial Senior Notes acquired directly from the Company Authority 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 Authority raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Authority hereby agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Company Authority to Consummate such a Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, Authority hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Authority setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyAuthority, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Authority (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyAuthority, (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 Senior Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Senior Exchange Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Senior Exchange Notes shall acknowledge and agree that, if the resales are of Senior Exchange Notes obtained by such Holder in exchange for Initial Senior Notes acquired by such Holder directly from the Company Authority or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Authority shall provide a supplemental letter to the Commission (A) stating that the Company Authority 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 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 Authority has not entered into any arrangement or understanding with any Person person to distribute the Senior Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Authority's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Senior Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the Senior Exchange Notes received in the Exchange Offers 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 OffersOffer, the Company and the Guarantors shall subject to Section 6(d) hereof, (x) comply comply, in all material respects, with all of the applicable provisions of Section 6(c) below, (y) use its their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange the New Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, Offer 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 any the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agrees agree to either (i) seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate such an Exchange Offer for such Transfer Restricted SecuritiesSecurities or (ii) make available a Shelf Registration Statement pursuant to and within the time periods prescribed in Section 4(a) hereof. The If the Company agrees and the Guarantors elect to proceed under clause (i) above, the Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff. In connection with the foregoingstaff level, and the Company agrees, and the Guarantors hereby further agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of 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 New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange New Notes shall acknowledge and agree that, if the resales are of Exchange New Notes obtained by such Holder in exchange for 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 this Agreement Agreement, rely on the position of the Commission enunciated in Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company shall and the Guarantors shall, upon request by the Commission, provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantors are 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 ), 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 entered into any arrangement or understanding with any Person to distribute the Exchange New Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's and each Guarantor's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 New Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c6 (c) below, (y) shall use its reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions: (i1) If, following the date hereof there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company raises there is a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to either (A) seek a no-action letter or other favorable decision from the Commission allowing the Company to Consummate an Exchange Offer for such Senior Notes or (B) file the Shelf Registration Statement and take all other actions required by Section 4 (a) hereof. In the event that the Company elects to seek a no-action letter or other favorable decision from the Commission allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Offer, the Company hereby agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, staff level and to take all such other actions as may be are requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution by the Commission staff of such submission. (ii2) As a condition to its participation in the Exchange OffersOffer pursuant to the terms of this Agreement, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate 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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using an the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or an Affiliate thereof, it Offer (1) could not, not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 should must be covered by an effective registration statement (which may be the Exchange Offer Registration Statement) containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K or any successor provisions. (iii) Prior to effectiveness if the resales are of each Exchange Offer Registration Statement, Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 applicablean affiliate thereof.

Exchange Offer Registration Statement. (i) In connection with the Exchange OffersOffer, or the Private Exchange, as the case may be, the Company Issuer shall (xA) comply with all of the applicable provisions of Section 6(c) below, below and (yB) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes Bonds or the Private Exchange, as the case may be, by Broker-Dealers that tendered in the Exchange OffersOffer or the Private Exchange, Notes as the case may be, Initial Bonds that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Notes Initial Bonds 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 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 Issuer raises a substantial question as to whether any 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 allowing the Company Issuer to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Issuer hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuer hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. In any point of the process, the Issuer may, in lieu of continuing or pursuing a no-action letter may file a Shelf Registration Statement. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the CompanyIssuer, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuer (which may be contained in the letter of transmittal contemplated by the related 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 to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each Holder using an Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for 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 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), 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 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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.the

Exchange Offer Registration Statement. In connection with the Exchange Offers------------------------------------- Offer, the Company Authority shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Initial Notes acquired directly from the Company Authority 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 Authority raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Authority hereby agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Company Authority to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, Authority hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Authority setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyAuthority, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Authority (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyAuthority, (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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company Authority or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available ---------------------------------- May 13, 1988) and 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Authority shall provide a supplemental letter to the Commission (A) stating that the Company Authority 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 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 Authority has not entered into any arrangement or understanding with any Person person to distribute the Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Authority's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Notes received in the Exchange Offers 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 OffersOffer, the Company and the Guarantor shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable their respective best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than 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 there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether any 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 allowing the Company and the Guarantor to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees and the Guarantor hereby agree to pursue use its reasonable best efforts in pursuing the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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 permittedlevel. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that that, at the time of Consummation of the Exchange Offer, (A) it is not an Affiliate any Series B Notes received by such Holder will be acquired in the ordinary course of the Companyits business, (B) it is not engaged in, and does not intend to engage in, and has such Holder will have no arrangement or understanding with any person to participate in, a in the distribution of the Exchange Series A Notes to be issued in or the Exchange Offer and Series B Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Series A Notes, neither the Exchange Notes Holder nor any such other Person is engaged in its ordinary course of business. Each Holder using an Exchange Offer or intends to participate in a distribution of the Exchange Notes shall acknowledge Series B Notes, and agree that, if the resales are of Exchange Notes obtained by (D) that such Holder is not an Affiliate of the Company. If the Holder is a Broker-Dealer that will receive Series B Notes for its own account in exchange for Series A Notes, it will represent that the Series A Notes to be exchanged for the Series B Notes were acquired by such Holder directly from the Company it as a result of market-making activities or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such Series B Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Series B Notes, the Holder is not admitting that such a secondary resale transaction should be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K or any successor provisionsthe Act. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company and the Guarantor shall provide a supplemental letter to the Commission (A) stating that the Company is and the Guarantor are 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 ), 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 the Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's and the Guarantor's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company and the Guarantors shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than 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 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 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 allowing the Company to Consummate such Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A 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 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), 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 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 Offers------------------------------------- Offer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) shall use its reasonable best efforts to effect such exchange and to permit the resale of New Preferred Stock or New Exchange Notes Debentures, as the case may be, by Broker-Dealers that tendered in the Exchange OffersOffer Preferred Stock or Exchange Debentures, Notes respectively, that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Notes Preferred Stock or, if issued in exchange therefor, Exchange Debentures 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 New Preferred Stock or the New Exchange Notes Debentures, as the case may be, to be issued in the Exchange Offer and (C) it is acquiring the New Preferred Stock or the New Exchange Notes Debentures, as the case may be, in its ordinary course of business. Each Holder using an the Exchange Offer to participate in a distribution of the New Preferred Stock or the New Exchange Notes shall acknowledge Debentures, as the case may be, hereby acknowledges and agree agrees that, if the resales are of New Preferred Stock or New Exchange Notes Debentures, as the case may be, obtained by such Holder in exchange for Notes Preferred Stock or Exchange Debentures, respectively, 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 this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and ---------------------------- Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 ), 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 New Preferred Stock or the New Exchange Notes Debentures, as the case may be, to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the New Preferred Stock or the New Exchange Notes Debentures, as the case may be, in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Preferred Stock or the New Exchange Notes Debentures, as the case may be, received in the Exchange Offers 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 OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable their best efforts to effect such exchange and to permit the resale of Exchange Notes New Senior Debentures by Broker-Dealers that tendered in the Exchange Offers, Notes Offer Senior Debentures that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Notes Senior Debentures acquired directly from the Company Issuers 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyIssuers, (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 Notes New Senior Debentures to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes New Senior Debentures in its ordinary course of business. Each Holder using an Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for 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 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), 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), business and (2D) 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 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 or any successor provisions.if such (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are registering the related Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co.), Inc. XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991), ) as interpreted in the Commission’s 's letter to Shearman XXXXXXXX & 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 Issuers have not entered into any arrangement or understanding with any Person to distribute the Exchange Notes New Senior Debentures to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers' information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes New Senior Debentures in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes New Senior Debentures received in the Exchange Offers 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 OffersOffer, the Company Holdings shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange New Discount Notes by Broker-Dealers that tendered Discount Notes in the Exchange Offers, Notes Offer that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Discount Notes acquired directly from the Company Holdings 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 Holdings raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Holdings hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company Holdings to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Holdings hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Holdings hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Holdings 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. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the CompanyHoldings, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Holdings (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyHoldings, (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 New Discount Notes to be issued in the Exchange Offer Offer, and (C) it is acquiring the Exchange New Discount Notes in its ordinary course of business. Each Holder using an the Exchange Offer to participate in a distribution of the Exchange New Discount Notes shall acknowledge hereby acknowledges and agree agrees that, if the resales are of Exchange New Discount Notes obtained by such Holder in exchange for the Discount Notes acquired by such Holder directly from the Company Holdings or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Holdings shall provide a supplemental letter to the Commission (A) stating that Holdings and the Company is Guarantors are registering the related Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co.), Inc. 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 neither the Company nor any Guarantor Holdings has not entered into any arrangement or understanding with any Person to distribute the Exchange New Discount Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Holdings's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange New Discount Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange New Discount Notes received in the Exchange Offers Offer, and (C) making 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities, unless in the written opinion of outside securities counsel to the Company such a no-action letter or other favorable decision is unlikely to be received. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge hereby acknowledges and agree agrees that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an Affiliate thereof, it (1) could not, not under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, if required by the Commission, the Company 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 ), 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-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 Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Initial Notes acquired directly from the Company any Issuers or any of its their 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal lawlaw (or, in the reasonable opinion of such counsel, there is a substantial question as to whether an Exchange Offer is permitted with respect to Additional Dividend Notes), the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions (other than such actions as may be commercially unreasonable) as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it such Holder is not an Affiliate of the Companyeither Issuer or a Broker-Dealer tendering Initial Notes acquired directly from either Issuer for its own account, (B) it is not engaged in, and does not intend to engage in, and has such Holder will have no arrangement or understanding with any person to participate in, a in the distribution of the Initial Notes or the Exchange Notes to be issued in within the Exchange Offer and meaning of the Act, (C) it if the Holder is acquiring the not a Broker-Dealer or is a Broker-Dealer but will not receive Exchange Notes for its own account in its ordinary course of business. Each exchange for Initial Notes, neither the Holder using an Exchange Offer nor any such other Person is engaged in or intends to participate in a distribution of the Exchange Notes shall acknowledge Notes, and agree that, if the resales are of (D) any Exchange Notes obtained received by such Holder will be acquired in the ordinary course of its business. If the Holder is a Broker-Dealer that will receive Exchange Notes for its own account in exchange for Initial Notes, it will represent that the Initial Notes to be exchanged for the Exchange Notes were acquired by such Holder directly from the Company it as a result of market-making activities or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such Exchange Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Exchange Notes, the Holder is not admitting that such a secondary resale transaction should be covered by it is an effective registration statement containing “underwriter” within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K or any successor provisionsthe Act. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 ), 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 (iSection 6(a)(i) above, (B) including a representation that neither the Company nor any Guarantor Issuer has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Companyeach Issuer’s information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (iSection 6(a)(i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offers------------------------------------- Offer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its their reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Series A Notes acquired directly from the Company Issuers or any of its their 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyIssuers, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, --------------------------- 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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-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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 ), 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 Issuer has entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers' information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company Issuer shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) shall use its all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Series A 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) shall 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 Issuer raises a substantial question as to whether any 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 allowing the Company Issuer to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Issuer hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuer hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-DealerBrokerDealer) shall furnish, upon the request of the CompanyIssuer, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuer (which may be contained in the letter of transmittal contemplated by the related 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 to participate in, a distribution of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge hereby acknowledges and agree agrees that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation XXXXXX STAN1EY AND CO., INC. (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx 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 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 should 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 or any successor provisions.K. (iii) Prior To the extent required by the Commission, prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuer shall provide a supplemental letter to the Commission (A) stating that the Company Issuer is registering the related Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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.XXXXXX XXXXXXX AND

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Issuer shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange of tendered Notes and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Notes acquired directly from the Company Issuer or any of its their 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 Issuer raises a substantial question as to whether any 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 allowing the Company Issuer to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Issuer hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuer hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company Issuer (which may be contained in the letter of transmittal contemplated by the related 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 to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate with the Issuer in the preparation of the Exchange Offer. As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and 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 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 should must be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuer shall provide a supplemental letter to the Commission (A) stating that the Company Issuer 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 ), 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 any Issuer nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s each Issuer's and each Guarantor's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) shall use its reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereofthereof (which shall be in a manner consistent with the terms of this Agreement), and (z) shall comply with all of the following provisions: (i) If, following the date hereof and prior to the Consummation of the Exchange Offer, there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company raises there is a substantial question as to whether any the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company hereby agrees to seek a no-no- action letter or other favorable decision from the Commission allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted SecuritiesSenior Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoingThe Company hereby agrees, the Company agreeshowever, to take all such other actions as may be are reasonably requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation limitation, to (A) participating participate in telephonic conferences with the Commission and Commission, (B) delivering deliver 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 permittedpermitted and (C) diligently pursue a resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange OffersOffer pursuant to the terms of this Agreement, 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 applicable Exchange Offerthereof, a written representation to the Company (which may be contained in the letter of 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 New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Senior Notes in its ordinary course of business. Each Holder using an Exchange Offer to participate in a distribution In addition, all such Holders of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for 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 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), 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 Transfer Restricted Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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.shall

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level but shall not be required to take commercially unreasonable actions in connection therewith. In connection with the foregoing, the Company agrees, hereby agrees to take all such other commercially reasonable actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) if practicable, 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial 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 this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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-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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 ), 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 Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) shall use its reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) Transfer Restricted Securities 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 there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company raises there is a substantial question as to whether any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted SecuritiesNew Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be are requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange OffersOffer pursuant to the terms of this Agreement, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the related 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, it 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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each Holder using hereby acknowledges and agrees that any Holder of the New Notes who is an Exchange Offer Affiliate of the Company or who intends to participate in a distribution the Exchange Offer for the purpose of distributing the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or an Affiliate thereof, it (1) could not, not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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.action

Exchange Offer Registration Statement. In connection with the Exchange Offers, the Company shall (x) comply with all of the provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than 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, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether 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 allowing the Company to Consummate such Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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. (ii) As a condition to its participation in the Exchange Offers, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each Holder using an Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for 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 this Agreement rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and 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 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 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 or any successor provisions. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 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 any Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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.and

Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange OffersOffer, the Company Issuer shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than 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 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 Issuer raises a substantial question as to whether any 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 allowing the Company Issuer to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Issuer hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuer hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company Issuer (which may be contained in the letter of transmittal contemplated by the related 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 to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, --------------------------- 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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-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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuer shall provide a supplemental letter to the Commission (A) stating that the Company Issuer 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 ), 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 Issuer has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuer's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 Offers------------------------------------- Offer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer Dealers acquired for its their own account accounts as a result of its market market-making activities as or other trading activities (other than Series A Notes acquired directly from the Company Issuers or any of its their 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other commercially reasonable actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of either of the CompanyIssuers, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A 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 this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s '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 Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 ), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991), ) as interpreted in the Commission’s '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 neither of the Company nor any Guarantor Issuers has entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers' information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-no- action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable their respective best efforts to effect such exchange and to ---- permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Series A Notes acquired directly from the Company Issuers or any of its their 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Companyeither Issuer, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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-no- action letter obtained pursuant to clause (iSection 6(a)(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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are 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 ), 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 (iSection 6(a)(i) above, (B) including a ------- representation that neither of the Company nor any Guarantor has Issuers have entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers' information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Dollar Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Dollar Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Series A Dollar 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, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted SecuritiesSecurities (unless in the reasonable opinion of counsel to the Company, the filing of such no-action letter is not appropriate). The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Series B Dollar Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Dollar Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Dollar Notes shall acknowledge and agree that, if the resales are of Exchange Series B Dollar Notes obtained by such Holder in exchange for for, and as evidence of the same underlying indebtedness as, Series A Dollar 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 this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 ), 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 Series B Dollar Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange Series B Dollar Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Series B Dollar Notes received in the Exchange Offers 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 OffersOffer, the Company Issuers and the Parent shall (xi) comply with all of the provisions of Section 6(c) below, (yii) use its their respective reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and (ziii) 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers and Parent hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers and the Parent to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers and the Parent hereby agree to pursue the issuance of such a decision to the Commission staffstaff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company agrees, Issuers and the Parent hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and staff, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyIssuers, (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 Notes New Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes New Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ and the Parent’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using an the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or an Affiliate thereof, it Offer (1) could not, not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and 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 similar no-action letters (includingincluding Xxxxx & Xxxx LLP (available February 7, if applicable1997), and 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 should 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 or any successor provisionsif the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Issuers. (iii) Prior to effectiveness of each Exchange Offer Registration Statement, the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 OffersOffer, the Company Issuer shall (x) comply with all of the provisions of Section 6(c) below, (y) shall use its reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) Transfer Restricted Securities 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 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 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 allowing the Company to Consummate such Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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. (ii) As a condition to its participation in the Exchange OffersOffer pursuant to the terms of this Agreement, 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 applicable Exchange Offer, a written representation to the Company Issuer (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate 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 to participate in, a distribution of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. Each Holder using an Exchange Offer to participate In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in a distribution of the Issuer's preparations for the Exchange Notes shall Offer. (ii) The Issuer and the Co-Dealer Managers acknowledge and agree that, if that the resales are of Exchange Notes obtained by such Holder in exchange for 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 this Agreement rely on the position staff 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 has taken the position that any broker-dealer that owns New Notes that were received by such broker-dealer for its own account in the Commission’s letter Exchange Offer (a "Participating Broker-Dealer") may be deemed to Shearman & Sterling dated July 2, 1993, be an "underwriter" within the meaning of the Act and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with deliver a prospectus meeting the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Issuer and the Co-Dealer Managers also acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K or any successor provisions. (iii) Prior to effectiveness of each Commission staff's position that if the Prospectus contained in the Exchange Offer Registration Statement, the Company shall provide Statement includes a supplemental letter plan of distribution containing a statement to the Commission (A) stating that above effect and the Company is registering means by which Participating Broker-Dealers may resell the related Exchange Offer New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in reliance on connection with resales of New Notes for their own accounts, so long as the position Prospectus otherwise meets the requirements 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 applicableAct.

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of New Preferred Stock or New Exchange Notes Debentures, as the case may be, by Broker-Dealers that tendered in the Exchange OffersOffer Preferred Stock or Exchange Debentures, Notes as the case may be, that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Notes Preferred Stock or Exchange Debentures 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 New Preferred Stock or New Exchange Notes Debentures, as the case may be, to be issued in the Exchange Offer and (C) it is acquiring the New Preferred Stock or the New Exchange Notes Debentures, as the case may be, in its ordinary course of business. Each As a condition to its participation in the Exchange Offer, each Holder using an the Exchange Offer to participate in a distribution of the New Preferred Stock or New Exchange Notes Debentures, as the case may be, shall acknowledge and agree that, if the resales are of New Preferred Stock or New Exchange Notes Debentures, as the case may be, obtained by such Holder in exchange for Notes Preferred Stock or Exchange Debentures, as the case may be, 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 this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co.), Inc. 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 neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the New Preferred Stock or New Exchange Notes Debentures, as the case may be, to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the New Preferred Stock or New Exchange Notes Debentures, as the case may be, in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Preferred Stock or New Exchange Notes Debentures, as the case may be, received in the Exchange Offers 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 Offers------------------------------------- Offer, the Company shall (x) comply with all of the applicable provisions of Section 6(c7(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A 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 this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) Xxxxxx Xxxxxxx 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 '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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 ), 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 Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company Issuer shall (x) comply with all of the applicable provisions of Section 6(c) belowhereof, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Series A 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 there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer, that that, in the reasonable opinion of counsel to the Company Issuer, raises a substantial question as to whether any 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 allowing the Company Issuer to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Issuer hereby agrees to pursue use its reasonable best efforts in pursuing the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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 permittedlevel. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company Issuer (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that that, at the time of Consummation of the Exchange Offer, (A) it is not an Affiliate any Series B Notes received by such Holder will be acquired in the ordinary course of the Companyits business, (B) it is not engaged in, and does not intend to engage in, and has such Holder will have no arrangement or understanding with any person to participate in, a in the distribution of the Exchange Series A Notes to be issued in or the Exchange Offer and Series B Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Series A Notes, neither the Exchange Notes Holder nor any such other Person is engaged in its ordinary course of business. Each Holder using an Exchange Offer or intends to participate in a distribution of the Exchange Notes shall acknowledge Series B Notes, and agree that, if the resales are of Exchange Notes obtained by (D) that such Holder is not an Affiliate of the Issuer. If the Holder is a Broker-Dealer that will receive Series B Notes for its own account in exchange for Series A Notes, it will represent that the Notes to be exchanged for the Series B Notes were acquired by such Holder directly from the Company it as a result of market-making activities or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such Series B Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Series B Notes, the Holder is not admitting that such a secondary resale transaction should be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K or any successor provisionsthe Act. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuer shall provide a supplemental letter to the Commission (A) stating that the Company Issuer is registering the related Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 7 10 1988) and Mxxxxx Sxxxxxx and Co.MORGXX XXXNXXX XXX CO., Inc. 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 neither the Company nor any Guarantor Issuer has not entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuer's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) shall use its reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) Transfer Restricted Securities 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 there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company raises there is a substantial question as to whether any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted SecuritiesSeries A Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be are requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange OffersOffer pursuant to the terms of this Agreement, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using an the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or an Affiliate thereof, it Offer (1) could not, not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and 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 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 should 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 if the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or any successor provisionsan affiliate thereof. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 ), 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 any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company and the Guarantors shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) shall use its reasonable their respective best efforts to effect such exchange and to permit the resale sale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) Transfer Restricted Securities 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 there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company raises there is a substantial question as to whether any 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 allowing the Company and the Guarantors to Consummate such an Exchange Offer for such Transfer Restricted SecuritiesSeries A Notes. The Company agrees and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staffstaff level, but shall not be required to take action to effect a change of stated or recognized Commission policy. In connection with the foregoing, the Company agrees, and the Guarantors hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating participate in telephonic conferences with the Commission and Commission, (B) delivering deliver 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 permittedpermitted and (C) diligently pursue a resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange OffersOffer pursuant to the terms of this Agreement, 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 applicable Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate 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 Series B Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Series B Notes in its ordinary course of businessbusiness and (D) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities 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. 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 Securities Act available and will be required to agree to comply with their agreements and covenants set forth in this Agreement. Each Holder hereby acknowledges and agrees that any Broker- Dealer and any such Holder using an the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or an Affiliate thereof, it Offer (1) could not, not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation MORGAN STANLEY AND CO., INC. (available June 5, 1991) and EXXON CAPITAX HXXXXXXX CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-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 should 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 or any successor provisions. (iii) Prior to effectiveness if the resales are of each Exchange Offer Registration Statement, Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company 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 entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offers and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offers 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 applicablean affiliate thereof.

Exchange Offer Registration Statement. In connection with the Exchange OffersOffer, the Company Issuers shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) shall use its all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than Series A Notes acquired directly from the Company Issuers or any of its their 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 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 Issuers raises a substantial question as to whether any the Exchange Offer is permitted by applicable federal law, the Company Issuers hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company agrees Issuers hereby agree to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange OffersOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker- Dealer) shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company Issuers (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the CompanyIssuers, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge hereby acknowledges and agree agrees that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s 's letter to Shearman XXXXXXXX & 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 Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should 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 or any successor provisions.K. (iii) Prior To the extent required by the Commission, prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuers shall provide a supplemental letter to the Commission (A) stating that the Company is Issuers are registering the related Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co.), Inc. XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991), ) as interpreted in the Commission’s 's letter to Shearman XXXXXXXX & Sterling XXXXXXXX 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 Issuers have not entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuers' information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company shall (x) comply with all of the applicable provisions of Section 6(c) below, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by any Broker-Dealers Dealer that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities as or other trading activities (other than 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 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 any 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 allowing the Company to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staffstaff level. In connection with the foregoing, the Company agrees, hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission and 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 permittedpermitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. Notwithstanding the foregoing, the Company shall not be required to take commercially unreasonable action to comply with the requests of the Commission referred to in the previous sentence in order to secure a favorable resolution. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company (which may be contained in the letter of 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. Each As a condition to its participation in the Exchange Offer each Holder using an the Exchange Offer to participate in a distribution of the Exchange Series B Notes shall acknowledge and agree that, if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Series A 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 this Agreement Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx 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 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 should 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 or any successor provisions.K. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company 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 EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and Mxxxxx Sxxxxxx and Co.), Inc. 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 neither the Company nor any Guarantor has not entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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 OffersOffer, the Company Issuer shall (x) comply with all of the applicable provisions of Section 6(c) belowhereof, (y) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Series B Notes by Broker-Dealers that tendered in the Exchange Offers, Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market market-making activities as or other trading activities (other than Series A 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 there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer, that that, in the reasonable opinion of counsel to the Company Issuer, raises a substantial question as to whether any 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 allowing the Company Issuer to Consummate such an Exchange Offer for such Transfer Restricted Securities. The Company Issuer hereby agrees to pursue use its reasonable best efforts in pursuing the issuance of such a decision to the Commission staff. In connection with the foregoing, the Company agrees, to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the 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 permittedlevel. (ii) As a condition to its participation in the Exchange OffersOffer, 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 applicable Exchange Offer, a written representation to the Company Issuer (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that that, at the time of Consummation of the Exchange Offer, (A) it is not an Affiliate any Series B Notes received by such Holder will be acquired in the ordinary course of the Companyits business, (B) it is not engaged in, and does not intend to engage in, and has such Holder will have no arrangement or understanding with any person to participate in, a in the distribution of the Exchange Series A Notes to be issued in or the Exchange Offer and Series B Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Series A Notes, neither the Exchange Notes Holder nor any such other Person is engaged in its ordinary course of business. Each Holder using an Exchange Offer or intends to participate in a distribution of the Exchange Notes shall acknowledge Series B Notes, and agree that, if the resales are of Exchange Notes obtained by (D) that such Holder is not an Affiliate of the Issuer. If the Holder is a Broker-Dealer that will receive Series B Notes for its own account in exchange for Series A Notes, it will represent that the Notes to be exchanged for the Series B Notes were acquired by such Holder directly from the Company it as a result of market-making activities or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such Series B Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Series B Notes, the Holder is not admitting that such a secondary resale transaction should be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K or any successor provisionsthe Act. (iii) Prior to effectiveness of each the Exchange Offer Registration Statement, the Company Issuer shall provide a supplemental letter to the Commission (A) stating that the Company Issuer 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 Morgan Stanley and Co., Inc. (available June 5, 1991), as interpreted in the xx xhe 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 Issuer has not entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offers Offer and that, to the best of the Company’s Issuer's information and belief, each Holder participating in the Exchange Offers Offer is acquiring the Exchange 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 Series B Notes received in the Exchange Offers 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.