Common use of Exchange Offer Registration Statement Clause in Contracts

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Company, the Co-Issuer and the Guarantors hereby agrees to seek a favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-Issuer, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-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 Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-Issuer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof)law, each of the Company, the Co-Issuer and the Guarantors hereby agrees to seek a favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-Issuer, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-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 Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-Issuer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof)law, each of the Company, the Co-Issuer Company and the Guarantors hereby agrees to seek a favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Companyif required pursuant to Section 3(a) hereof, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof)law, each of the Company, the Co-Issuer Company and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Transfer Restricted Securities. Each of the Company, the Co-Issuer Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate (within the meaning of Rule 405 under the Securities Act) of the Company or the Co-Issuerany Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 under the Securities Act if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Transfer Restricted Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company, the Co-Issuer Company and the Guarantors Guarantor shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors Guarantor hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors Guarantor to Consummate an Exchange Offer for such the Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors Guarantor each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors Guarantor each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of businessbusiness and (C) at the time of the commencement of the Exchange Offer, it has no arrangement with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such the Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of businessbusiness and (C) at the time of the commencement of the Exchange Offer, it has no arrangement with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder, including any Holder hereby acknowledges and agrees that any is a Broker-Dealer Dealer, shall acknowledge and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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 Mxxxxx Sxxxxxx & 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 (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Companyif required pursuant to Section 3(a) hereof, the Co-Issuer Company and the Guarantors shall comply in all material respects with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof)law, each of the Company, the Co-Issuer Company and the Guarantors hereby agrees to either (A) seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesSecurities or (B) file, in accordance with Section 4(a), a Shelf Registration Statement. Each In the case of clause (A) above, each of the Company, the Co-Issuer Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each In the case of clause (A) above, each of the Company, the Co-Issuer Company and the Guarantors hereby agrees, however, to use commercially reasonable efforts to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 S‑K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof)law, each of the Company, the Co-Issuer Company and the Guarantors hereby agrees to seek a favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the applicable provisions of Section 6(c7(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Registrable Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial New Securities. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Registrable Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) if it is a Broker-Dealer that holds Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates), it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer, and (E) if it is a Broker-Dealer, that it did not purchase the Securities to be exchanged in the Exchange Offer from the Company or any of its affiliates. In addition, all such Holders of Transfer Restricted Registrable Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial New Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Trust and the Guarantors Company shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company Trust and the Co-Issuer Company there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Trust and the Guarantors Company hereby agrees agree to seek a favorable decision no-action letter from the Commission allowing the Company, the Co-Issuer Trust and the Guarantors Company to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Trust and the Guarantors Company hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Trust and the Guarantors Company hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company Trust and the Co-Issuer 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 pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and Trust or the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Trust or the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company Trust or the Co-IssuerCompany, (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 New Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s 's and the Co-Issuer’s Trust's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including 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 if the resales are of Exchange New Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Trust or the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the CoTrust shall provide a supplemental letter to the Commission (A) stating that the Company and the Trust are registering the Exchange Offer in reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and, if applicable, any no-Issueraction letter obtained pursuant to clause (i) above and (B) including a representation that the Company and the Trust have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Exchange Offer and that, to the best of the Company's and the Trust's information and belief, based only on written representations received under clause (ii) above, that each Holder participating in the Exchange Offer is acquiring the New Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors Company shall comply in all material respects with all of the provisions of Section 6(c) hereof, shall use their its commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply in all material respects with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard respect to the Initial Securities (or any portion thereof), each of the CompanySecurities, the Co-Issuer and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) if such Holder is not a Broker-Dealer, that it has not engaged in and does not intend to engage in, the distribution of Exchange Securities, (E) if such Holder is a Broker-Dealer, such Holder acquired the Transfer Restricted Securities as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act with respect to any resale of any Exchange Securities, and (F) such Holder has full corporate (or similar) power and authority to transfer the Transfer Restricted Securities in exchange for the Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors Company shall comply with all of the provisions of clauses (i), (ii), (xv), (xvi), (xix) of Section 6(c) hereof, shall use their commercially its reasonable efforts to effect such exchange and to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard and it is advisable to the Initial Securities (or any portion thereof), each of the Companydo so, the Co-Issuer and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial Transfer Restricted Securities. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration StatementStatement or in the Agent’s Message (as defined in the Indenture)) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges shall acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Transfer Restricted Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an the Exchange Offer for such the Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of businessbusiness and (C) at the time of the commencement of the Exchange Offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission staff enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an the Exchange Offer for such the Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of businessbusiness and (C) at the time of the commencement of the Exchange Offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the CompanyOffers, the Co-Issuer Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer Issuers there is a question as to whether the Exchange Offer is Offers are permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Issuers and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Issuers and the Guarantors to Consummate an the Exchange Offer Offers for such Initial Securities. Each of the Company, the The Co-Issuer Issuers and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the The Co-Issuer Issuers and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer Offers should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer Offers pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerIssuers, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or either of the Co-IssuerIssuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer Offers and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s Issuers’ preparations for the Exchange OfferOffers. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer Offers to participate in a distribution of the securities to be acquired in the Exchange Offer Offers (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerIssuers.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesSeries A Notes. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the CommissionCommission staff, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-Issuer, the (Biii) it is not engaged in, and does not intend Prior to engage in, and has no arrangement or understanding with any Person to participate in, a distribution effectiveness of the Exchange Securities Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to be issued in the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely reliance 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2Morgxx Xxxnxxx xxx Co., 1993Inc., and similar no-action letters (which may include available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above), above and (2B) must comply including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the registration Series B Notes to be received in the Exchange Offer and prospectus delivery requirements that, to the best 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company Company's and the Co-IssuerGuarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the 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 Series B Notes received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the applicable provisions of Section 6(c7(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Registrable Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Registrable Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) if it is a Broker-Dealer that holds Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates), it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer, and (E) if it is a Broker-Dealer, that it did not purchase the Securities to be exchanged in the Exchange Offer from the Company or any of its affiliates. In addition, all such Holders of Transfer Restricted Registrable Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Subsidiary Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereofexchange, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard law, the Company hereby agrees, to the Initial Securities (or any portion thereof)extent reasonably practicable, each of the Company, the Co-Issuer and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Subsidiary Guarantors to Consummate an Exchange Offer for such Initial Securitiesthe Notes. Each of the Company, the Co-Issuer The Company and the Subsidiary Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Subsidiary Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the CommissionCommission staff, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate affiliate, directly or indirectly, of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Series B Senior Subordinated Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities Series B Senior Subordinated Notes in its ordinary course of businessbusiness and (D) it is not acting on behalf of any Person who could not make the foregoing representations. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each As a further condition to participation in the Exchange Offer, each Holder hereby acknowledges shall also acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling dated STERLING (available July 2, 1993), and similar no-no- action letters (which may include 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 if the resales are of Exchange Securities Series B Senior Subordinated Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the CoSubsidiary Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Subsidiary Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and, if applicable, any no-Issueraction letter obtained pursuant to clause (i) above and (B) including a representation that neither the Company, any Subsidiary Guarantor, nor any of their respective affiliates have entered into any arrangement or understanding with any Person to distribute the Series B Senior Subordinated Notes to be received in the Exchange Offer and that, to the best of the Company and Subsidiary Guarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Senior Subordinated Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Senior Subordinated Notes received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof)law, each of the Company, the Co-Issuer and the Guarantors hereby agrees to seek a favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-Issuer, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-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 Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx 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 (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-Issuer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) : If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) . As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx 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 (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an the Exchange Offer for such the Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of businessbusiness and (C) at the time of the commencement of the Exchange Offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission staff enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Companyif required pursuant to Section 3(a) hereof, the Co-Issuer and the Guarantors Company shall comply in all material respects with all of the provisions of Section 6(c) hereof, shall use their its commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer and the Guarantors Company hereby agrees either to (A) seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial Securities. Each Transfer Restricted Securities or (B) file, in accordance with Section 4(a) hereof, a Shelf Registration Statement to permit the registration and/or resale of the Company, Transfer Restricted Securities that would otherwise be covered by the Co-Issuer and the Guarantors Exchange Offer Registration Statement. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each In the case of the Companyclause (A) above, the Co-Issuer and the Guarantors Company hereby agrees, however, agrees to (AC) participate in telephonic conferences with the CommissionCommission staff, (BD) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (CE) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Transfer Restricted Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (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 (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c7(c) hereofbelow to the extent applicable, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesSenior Notes. Each of the Company, the Co-Issuer The Company and the Guarantors each Guarantor hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each Guarantor hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate "affiliate" of the Company or (as defined in Rule 144(a) of the Co-IssuerSecurities Act), (B) it does not have and will not have any arrangements or understanding with any person to participate in the distribution of the Transfer Restricted Notes or the Exchange Notes within the meaning of the Securities Act, (C) it is acquiring the Exchange Notes in its ordinary course of business, (D) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer Notes and (CE) if such Holder is a broker-dealer, that it is acquiring the will receive Exchange Notes in exchange for Securities 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 its ordinary course connection with any resale of businesssuch Exchange Notes. In addition, all such Holders of Transfer Restricted Securities Notes shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and Dealer, any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer and any affiliate of the Company (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-Issuer.,

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or (as defined in Rule 144 promulgated under the Co-IssuerSecurities Act), (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesSeries A Notes. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in The Initial Purchasers, for themselves and on behalf of the Exchange Offer pursuant to the terms of this AgreementHolders, hereby acknowledge and agree, and each Holder by its purchase of Transfer Restricted Securities shall furnishbe deemed to have acknowledged and agreed, upon the request of the Company and the Co-Issuer, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-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 Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (available June 5, 19910000) and Exxon xxx Xxxon 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 (which may include including 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 if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Initial Securities Series A Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation Capitax Xxxxixxx Xxxporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each Guarantor hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each Guarantor hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter ----------- to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors Company shall (x) comply with all of the applicable provisions of Section 6(c) hereofbelow, shall (y) use their commercially reasonable best efforts to effect such exchange and to permit the sale resale of Transfer Restricted Securities Exchange Notes by Participating Broker-Dealers 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 in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx 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 (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors Companies shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the CoCompanies (which may be in-Issuer house counsel) there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer and the Guarantors Companies hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Companies to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer and the Guarantors The Companies hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors The Companies hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the CoCompanies (which may be in-Issuer house counsel) setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompanies, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer Companies (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of any of the Company or the Co-IssuerCompanies, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s Companies' preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (available June 5, 19911900) and Exxon xxd Xxxxx 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 (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompanies.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors Company shall (x) comply with all of the applicable provisions of Section 6(c) hereofbelow, shall (y) use their commercially reasonable best efforts to effect such exchange and to permit the sale resale of Transfer Restricted Securities Exchange Notes by Participating Broker-Dealers 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 in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx 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 (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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, 19915,1991) 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 (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (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 (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 S‑K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesSeries C Notes. Each of the Company, the Co-Issuer Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-Issuerany Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Series D Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series D Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including 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 if the resales are of Exchange Securities Series D Notes obtained by such Holder in exchange for Initial Securities Series C Notes acquired by such Holder directly from the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the CoGuarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and, if applicable, any no-Issueraction letter obtained pursuant to clause (i) above and (B) including a representation that neither the Company nor any of the Guarantors has entered into any arrangement or understanding with any Person to distribute the Series D Notes to be received in the Exchange Offer and that, to the best of the Company's and the Guarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the Series D Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series D Notes received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (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 (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Trust and the Guarantors Company shall comply with all of the provisions of Section 6(c6(b) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company Trust and the Co-Issuer Company there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Trust and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Trust and the Guarantors Company to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Trust and the Guarantors Company hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Trust and the Guarantors Company hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company Trust and the Co-Issuer 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 pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and Trust or the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Trust or the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company Trust or the Co-IssuerCompany, (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 New Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s 's and the Co-Issuer’s Trust's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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.MORGXX STANXXX XXX CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-no- action letters (which may include including 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 if the resales are of Exchange New Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Trust or the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the CoTrust shall provide a supplemental letter to the Commission (A) stating that the Company and the Trust are registering the Exchange Offer in reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), MORGXX XXXNXXX XXX CO., INC. (available June 5, 1991) and, if applicable, any no-Issueraction letter obtained pursuant to clause (i) above and (B) including a representation that the Company and the Trust have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Exchange Offer and that, to the best of the Company's and the Trust's information and belief, each Holder participating in the Exchange Offer is acquiring the New Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities received in the Exchange Offer. (iv) In connection with the Shelf Registration Statement, the Company and the Trust shall comply with all the provisions of Section 6(b) below and shall use their best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Trust will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesSeries A Notes. Each of the Company, the Co-Issuer Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-Issuerany Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including 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 if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Initial Securities Series A Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Companyif required pursuant to Section 3(a) hereof, the Co-Issuer and the Guarantors Company shall comply with all of the provisions of Section 6(c) hereof, shall use their its commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply in all material respects with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial Transfer Restricted Securities. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Participating Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Transfer Restricted Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Transfer Restricted Securities. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities Exchange Notes to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors Guarantor shall comply with all of the provisions of Section 6(c) hereof, below and shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof. In addition, the Company and the Guarantor (with respect to (i) and (iii) 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 in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors Guarantor hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors Guarantor to Consummate consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors Guarantor hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors Guarantor hereby agreesagree, however, to (A) participate in telephonic conferences with the staff of the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently use reasonable best efforts to pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall (x) furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerconsummation thereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall business and (y) otherwise cooperate in the Company’s 's and the Co-Issuer’s Guarantor's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including Xxxxx & Xxxx LLP (available February 7, 1997), 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company. (iii) Prior to the effectiveness of the Exchange Offer Registration Statement, to the extent required by the Commission, the Company and the CoGuarantor shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantor are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991), Xxxxx & Wood LLP (available February 7, 1997) and, if applicable, any no-Issueraction letter obtained pursuant to clause (i) above and (B) including a representation that the Company and the Guarantor have not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that to the best of the Company's and the Guarantor's information and belief, each Holder (other than an Initial Purchaser) participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 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 Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an the Exchange Offer for such the Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of businessbusiness and (C) at the time of the commencement of the Exchange Offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-Issuer.June

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c6(d) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer Guarantors there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees, agree however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s 's and the Co-Issuer’s Guarantors' preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (available June 5, 19911900) and Exxon xnd Exxxx 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 (which may include 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 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Co-IssuerGuarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) xxx (X) xxxxuding 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 Offer and that, to the best of the Company's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange 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 Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors Company shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially its reasonable best efforts to effect such exchange Exchange Offer to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission Commission, including oral advice from the staff of the Commission, allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of In connection with the Companyforegoing, the Co-Issuer and the Guarantors Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution of such submission (which need not be favorable) by the Commission staff of such submissionstaff. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer who acquired Notes directly from the Company or any affiliate of the Company and any such Holder using intending to use the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling Sterling, dated July 2, 1993, and similar no-action letters (which may include including 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 other information required by the Act or applicable state securities laws if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder Holders directly from the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement and if requested by the Commission, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the Co-Issuerbest of the Company's information and belief, each Holder participating in the Exchange 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 Offer.

Exchange Offer Registration Statement. In connection with the an Exchange Offer, the Companyif required pursuant to Section 3(a) hereof, the Co-Issuer and the Guarantors Company shall comply with all of the provisions of Section 6(c) hereof, shall use their its commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Exchange Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the an Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial Transfer Restricted Securities. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the such Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the such Exchange Offer and (C) it is acquiring the Exchange Securities to be issued in such Exchange Offer in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Transfer Restricted Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors Company shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially its reasonable best efforts to effect such exchange Exchange Offer to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission Commission, including oral advice from the staff of the Commission, allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of In connection with the Companyforegoing, the Co-Issuer and the Guarantors Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution of such submission (which need not be favorable) by the Commission staff of such submissionstaff. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer who acquired Notes directly from the Company or any affiliate of the Company and any such Holder using intending to use the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling Sterling, dated July 2, 1993, and similar no-action letters (which may include including 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 other information required by the Act or applicable state securities laws if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder Holders directly from the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement and if requested by the Commission, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Co-IssuerCompany has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange 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 Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the applicable provisions of Section 6(c7(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Registrable Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNew Securities . Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Registrable Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) if it is a Broker-Dealer that holds Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates), it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer, and (E) if it is a Broker-Dealer, that it did not purchase the Securities to be exchanged in the Exchange Offer from the Company or any of its affiliates. In addition, all such Holders of Transfer Restricted Registrable Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial New Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer Issuers there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof)law, each of the Company, the Co-Issuer Issuers and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer Issuers and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer Issuers and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerIssuers, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or any of the Co-IssuerIssuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and in violation of the Securities Act, (C) it is acquiring the Exchange Securities in its ordinary course of business, and (D) if such Holder is a Broker-Dealer, such Holder has acquired the Exchange Securities that are Transfer Restricted Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery or availability requirements thereunder). In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s Issuers’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery or availability, if applicable, 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerIssuers.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange exchanges to permit the sale of Transfer Restricted Second Lien Securities and Transfer Restricted Subordinated Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Second Lien Securities or the Initial Subordinated Securities (or any portion thereof), each of the Company, the Co-Issuer and the Guarantors hereby agrees to seek a favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors to Consummate an the Exchange Offer for with regard to such Initial SecuritiesSecond Lien Securities or such Initial Subordinated Securities (or such portion thereof), as the case may be. Each of the Company, the Co-Issuer and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Second Lien Securities or Transfer Restricted Subordinated Securities shall furnish, upon the request of the Company and the Co-Issuer, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-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 Second Lien Exchange Securities or the Subordinated Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Second Lien Exchange Securities or the Subordinated Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Second Lien Securities or Transfer Restricted Subordinated Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Second Lien Exchange Securities or Subordinated Exchange Securities obtained by such Holder in exchange for Initial Second Lien Securities or Initial Subordinated Securities acquired by such Holder directly from the Company and the Co-Issuer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Trust and the Guarantors Company shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their all commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company Trust and the Co-Issuer Company there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Trust and the Guarantors Company hereby agrees agree to use all commercially reasonable efforts to seek a favorable decision no-action letter from the Commission allowing the Company, the Co-Issuer Trust and the Guarantors Company to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Trust and the Guarantors Company hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Trust and the Guarantors Company hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company Trust and the Co-Issuer 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 pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and Trust or the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Trust or the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company Trust or the Co-IssuerCompany, (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 Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s 's and the Co-Issuer’s Trust's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including 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 if the resales are of Exchange New Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Trust or the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the CoTrust shall provide a supplemental letter to the Commission (A) stating that the Company and the Trust are registering the Exchange Offer in reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and, if applicable, any no-Issueraction letter obtained pursuant to clause (i) above and (B) including a representation that the Company and the Trust have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Exchange Offer and that, to the best of the Company's and the Trust's information and belief, based only on written representations received under clause (ii) above, that each Holder participating in the Exchange Offer is acquiring the New Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Trust and the Guarantors Company shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company Trust and the Co-Issuer Company there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Trust and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Trust and the Guarantors Company to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Trust and the Guarantors Company hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Trust and the Guarantors Company hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company Trust and the Co-Issuer 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 pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and Trust or the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Trust or the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company Trust or the Co-IssuerCompany, (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 New Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s 's and the Co-Issuer’s Trust's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including 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 if the resales are of Exchange New Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Trust or the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the CoTrust shall provide a supplemental letter to the Commission (A) stating that the Company and the Trust are registering the Exchange Offer in reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) and, if applicable, any no-Issueraction letter obtained pursuant to clause (i) above and (B) including a representation that the Company and the Trust have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Exchange Offer and that, to the best of the Company's and the Trust's information and belief, each Holder participating in the Exchange Offer is acquiring the New Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Guarantors and the Guarantors Pledgors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof)law, each of the Company, the Co-Issuer Guarantors and the Guarantors Pledgors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Guarantors and the Guarantors Pledgors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer Guarantors and the Guarantors Pledgors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer Guarantors and the Guarantors Pledgors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof)law, each of the Company, the Co-Issuer and the Guarantors hereby agrees to seek a favorable decision from the Commission SEC allowing the Company, the Co-Issuer and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission SEC staff level but shall not be required to take commercially unreasonable action to effect a change of Commission SEC policy. Each of the Company, the Co-Issuer and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the CommissionSEC, (B) deliver to the Commission SEC staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission SEC staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-Issuer, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-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 Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission SEC policy as in effect on the date of this Agreement rely on the position of the Commission SEC enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the CommissionSEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-Issuer.

Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Company, the Co-Issuer Companies and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer Companies there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Companies and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Companies and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Companies and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Companies and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer Companies setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompanies, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company Companies and the Co-Issuer Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of either of the Company or the Co-IssuerCompanies, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s Companies' preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted ---------------------------------- in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompanies.

Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an the Exchange Offer for such the Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of businessbusiness and (C) at the time of the commencement of the Exchange Offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission staff enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the applicable provisions of Section 6(c7(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Registrable Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Registrable Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) if it is a Broker-Dealer that holds Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its affiliates), it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by it in the Exchange Offer, and (E) if it is a Broker-Dealer, that it did not purchase the Securities to be exchanged in the Exchange Offer from the Company or any of its affiliates. In addition, all such Holders of Transfer Restricted Registrable Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the applicable provisions of Section 6(c7(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Registrable Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Registrable Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any (D) if it is a Broker-Dealer and that holds Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company or any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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, 1988its affiliates), as interpreted in it will deliver a prospectus meeting the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 any resales of the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained received by such Holder it in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-Issuer.Exchange Offer, and

Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), ---------------------------------- as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors Guarantor shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors Guarantor hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors Guarantor to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors Guarantor each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors Guarantor each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer Guarantors there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (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 New Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s 's and the Co-Issuer’s Guarantors' preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-no- action letters (which may include including Xxxxx & Xxxx LLP (available February 7, 1997), 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 if the resales are of Exchange New Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company. (iii) Prior to the effectiveness of the Exchange Offer Registration Statement, the Company and the CoGuarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991), Xxxxx & Wood LLP (available February 7, 1997) and, if applicable, any no-Issueraction letter obtained pursuant to clause (i) above and (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Exchange Offer and that, to the best of the Company's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the New Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and each of the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesSeries A Notes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Caxxxxx Hxxxxxxx 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 (which may include including 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 if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Initial Securities Series A Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-Issuer.to

Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is Offers are permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer Offers for such the Initial Securities. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer Offers should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of businessbusiness and (C) at the time of the commencement of the Exchange Offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx 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 (which may include 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors Issuer shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors Issuer hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors Issuer to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors Issuer hereby agrees agree to pursue the issuance of such a decision to the Commission staff level level, but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors Issuer hereby agreesagree, however, to (A) to participate in telephonic conferences with the Commission, (B) to deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) to pursue diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Securities, on its own behalf and on behalf of all beneficial owners of such Transfer Restricted Securities, shall furnish, upon the request of the Company and the Co-Issuer, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that such Holder (A) it is not an affiliate of the Company or the Co-Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Registered Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Registered Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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 Morgax Xxxnlxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including 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 if the resales are of Exchange Securities the Registered Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerIssuer or an affiliate thereof.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If If, in the reasonable opinion of counsel to the Company and the Co-Issuer Company, there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or any of the Co-IssuerGuarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Companyif required pursuant to Section 3(a) hereof, the Co-Issuer and the Guarantors Company shall comply with all of the provisions of Section 6(c) hereof, shall use their its commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial Transfer Restricted Securities. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx 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 (which may include 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 secon- dary 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 if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Transfer Restricted Securities acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c6(d) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer Guarantors there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companyfederal law, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesSeries A Notes. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees, agree however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a resolution (which need not be favorable resolution and which need not be a written resolution) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s 's and the Co-Issuer’s Guarantors' preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer who acquired Series A Notes directly from the Company or any affiliate of the Company or the Guarantors and any such Holder using intending to use the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including 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 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 Exchange Securities Series B Notes obtained by such Holder in exchange for Initial Securities Series A Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially respective reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an the Exchange Offer for such Initial SecuritiesOffer. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors hereby agreesagree, however, to (A) participate in telephonic conferences with the CommissionCommission staff, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an the Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in The Initial Purchaser, for itself and on behalf of the Exchange Offer pursuant to the terms of this AgreementHolders, hereby acknowledges and agrees, and each Holder by its purchase of Transfer Restricted Securities shall furnishbe deemed to have acknowledged and agreed, upon the request of the Company and the Co-Issuer, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-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 Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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 Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including 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 if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Initial Securities Series A Notes acquired by such Holder directly from the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, if the Commission so requests, the Company and the CoGuarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgxx Stanxxx xxx Co., Inc. (available June 5, 1991) and, if applicable, any no-Issueraction letter obtained pursuant to clause (i) above and (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the 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 Series B Notes received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Company, the Co-Issuer and the Guarantors Company shall comply with all of the applicable provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange and to permit the sale resale of Transfer Restricted Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities (other than 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 shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companyfederal law, the Co-Issuer and the Guarantors Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer and the Guarantors Company to Consummate an Exchange Offer for such Initial Transfer Restricted Securities. Each of the Company, the Co-Issuer and the Guarantors The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required level. In connection with the foregoing, the Company hereby agrees to take commercially unreasonable action to effect a change all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of Commission policy. Each of the Companysuch decision, the Co-Issuer and the Guarantors hereby agrees, however, to including without limitation (A) participate participating in telephonic conferences with the Commission, (B) deliver delivering to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue pursuing a favorable resolution (which need not be favorable) by the Commission staff of such submissionstaff. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this AgreementOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker- Dealer) shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be Series B Notes hereby acknowledges and agrees that, if the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired in directly from the Exchange Offer 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 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 (which may include 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 K. (iii) Prior to effectiveness of the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital ------------- Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. -------------------- ---------------------------- (available June 5, 1991) as interpreted in the CoCommission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-Issueraction ------------------- letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the 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 Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company and the Co-Issuer there is a question as to whether the Exchange Offer is permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer for such Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s 's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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.MORXXX XXAXXXX XXD CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.

Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company, the Co-Issuer Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable efforts to effect such exchange and to permit the sale resale of Transfer Restricted Securities Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealers acquired for their own account as a result of market making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If If, in the reasonable opinion of counsel to the Company and the Co-Issuer Company, there is a question as to whether the Exchange Offer is Offers are permitted by applicable law with regard to the Initial Securities (or any portion thereof), each of the Companylaw, the Co-Issuer Company and the Guarantors hereby agrees agree to seek a no-action letter or other favorable decision from the Commission allowing the Company, the Co-Issuer Company and the Guarantors to Consummate an Exchange Offer Offers for such the Initial SecuritiesNotes. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agrees agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company, the Co-Issuer The Company and the Guarantors each hereby agreesagree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Co-Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer Offers should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Co-IssuerCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Co-Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) substantially to the effect that (A) it is not an affiliate of the Company or the Co-IssuerCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of businessbusiness and (D) if such Holder is a Broker-Dealer, it has acquired the Exchange Notes as a result of market-making activities or other trading activities and will comply with the applicable provisions of the Securities Act. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s and the Co-Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could 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), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include 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 if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Initial Securities Notes acquired by such Holder directly from the Company and the Co-IssuerCompany.