Common use of Exchange Offer Registration Clause in Contracts

Exchange Offer Registration. To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Issuer shall (A) file an Exchange Offer Registration Statement covering the offer by the Issuer to the Holders to exchange all of their Registrable Notes for Exchange Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 days after the date hereof, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer or, in accordance with the procedures set forth in Section 3(f), to the extent any Participating Broker-Dealer participates in the Exchange Offer, use its best efforts to maintain the effectiveness of the Exchange Offer Registration Statement for a period ending on the earlier to occur of (i) the date when all Exchange Notes held by Participating Broker-Dealers have been sold and (ii) 180 days after the consummation of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer on or prior to 180 days following the date hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers exchanging Participating Broker-Dealer Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Issuer shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Exchange Offer open for not less than 20 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange Offer with respect to Notes evidenced by global certificates; (iv) permit Holders to withdraw tendered Registrable Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Notes delivered for exchange, and a statement that such Holder is withdrawing his election to have such Notes exchanged; (v) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the SEC (A) stating that the Issuer is registering the Exchange Offer in reliance on the position of the 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 SEC's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (v) above) and (B) including a representation that the Issuer 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 Issuer'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; and (vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Issuer shall: (i) accept for exchange Registrable Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Notes so accepted for exchange by the Issuer; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Notes to each Holder of Registrable Notes equal in amount to the Registrable Notes of such Holder so accepted for exchange. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not, in the good faith determination of the Issuer, (a) violate applicable law, statute, rule or regulation, or (b) violate any applicable interpretation of the Staff of the SEC and (ii) that there has been no action or proceeding instituted in any court or before any governmental agency or regulatory authority or any injunction, order or decree issued with respect to the Exchange Offer, which would prohibit the Issuer from proceeding with the Exchange Offer. Each Holder of Registrable Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Notes for Exchange Notes in the Exchange Offer shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 0000 Xxx) of the Issuer, (ii) any Exchange Notes to be received by it were acquired in the ordinary course of business, (iii) 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 0000 Xxx) of the Exchange Notes and (iv) it is not acting on behalf of any person who could not make the representations in clauses (i) through (iii). The Issuer shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Notes in the Exchange Offer.

Exchange Offer Registration. To the extent not prohibited by law (including, without limitation, any applicable law or applicable interpretation of the Staff of the SEC), the Issuer Company shall use its best efforts (A) to file an within 90 days after the Closing Date the Exchange Offer Registration Statement covering the offer by the Issuer Company to the Holders to exchange all of their the Registrable Notes Securities (except Registrable Securities held by an Initial Purchaser and acquired directly from the Company if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial Purchasers, pursuant to applicable law or SEC interpretation, to participate in the Exchange Offer) for Exchange NotesSecurities, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 180 days after the date hereofClosing Date, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer or, in accordance with the procedures set forth in Section 3(f), to the extent any Participating Broker-Dealer participates in the Exchange Offer, use its best efforts to maintain the effectiveness of the Exchange Offer Registration Statement for a period ending on the earlier to occur of (i) the date when all Exchange Notes held by Participating Broker-Dealers have been sold and (ii) 180 days after the consummation of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer on or prior to 180 days the earlier of (x) the 30th day following the date hereof. No securities other than the Exchange Notes shall be included in on which the Exchange Offer Registration StatementStatement is declared effective and (y) the 210th day following the Closing Date. The Exchange Notes Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers exchanging Participating Broker(as defined in Section 3(f)) and broker-Dealer Notes dealers who purchased Debt Securities directly from the Company to resell pursuant to Rule 144A or any other available exemption under the 1933 Xxx) xxigible and electing to exchange Registrable Securities for Exchange Notes Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 ActCompany, acquires the Exchange Notes Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the 1933 Xxx) xx Exchange Offer for the purpose of distributing the Exchange NotesSecurities) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Issuer Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Exchange Offer open for not less than 20 business 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary for the Exchange Offer with respect to Notes evidenced by global certificatesOffer; (iv) permit Holders to withdraw tendered Registrable Notes Securities at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Notes Securities delivered for exchange, and a statement that such Holder is withdrawing his election to have such Notes Registrable Securities exchanged; (v) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the SEC (A) stating that the Issuer is registering the Exchange Offer in reliance on the position of the 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 SEC's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (v) above) and (B) including a representation that the Issuer 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 Issuer'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; and (viv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Issuer Company shall: (i) accept for exchange Registrable Notes Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Notes Securities so accepted for exchange by the IssuerCompany; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Notes Securities to each Holder of Registrable Notes Securities equal in amount to the Registrable Notes Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid or duly provided for on the Registrable Securities surrendered or exchanged therefor or, if no interest has been paid on the Registrable Securities, from the date of their original issue. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not, in the good faith determination not violate applicable law or any applicable interpretation of the IssuerStaff of the SEC, (aii) violate applicable that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body with respect to the Exchange Offer, (iii) that there shall not have been adopted or enacted any law, statute, rule or regulation, (iv) that there shall not have been declared by United States federal or New York state authorities a banking moratorium, (bv) violate any applicable interpretation of that trading on the Staff New York Stock Exchange or generally in the United States over-the-counter market shall not have been suspended by order of the SEC or any other governmental authority and (vi) such other conditions as may be reasonably acceptable to Merrxxx Xxxcx, xx each of clauses (ii) that there has been no action or proceeding instituted through (v), which, in any court or before any governmental agency or regulatory authority or any injunctionthe Company's judgment, order or decree issued with respect would reasonably be expected to impair the Exchange Offer, which would prohibit ability of the Issuer from proceeding Company to proceed with the Exchange Offer. Each In addition, each Holder of Registrable Notes Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Notes Securities for Exchange Notes Securities in the Exchange Offer shall have represented will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under the 0000 Xxx) of the IssuerCompany, (ii) any Exchange Notes Securities to be received by it were acquired in the ordinary course of business, business and (iii) 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 0000 1933 Xxx) xx the Exchange Securities. Each Participating Broker-Dealer shall be required to make such representations as, in the reasonable judgment of the Company, may be necessary under applicable SEC rules, regulations or interpretations or customary in connection with similar exchange offers. Each Holder (including Participating Broker-Dealers) shall be required to make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available and will be required to agree to comply with their agreements and covenants set forth in this Agreement. The Exchange Offer shall be subject to the further condition that no stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the Exchange Notes Offer Registration Statement and (iv) it is not acting on behalf no proceedings shall have been initiated or, to the knowledge of any person who could not make the representations in clauses (i) through (iii)Company, threatened for that purpose. The Issuer shall inform To the extent permitted by law, the Company shall, upon request of Merrxxx Xxxcx, xxform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to to, and, if requested by the Company, shall, contact such Holders and otherwise facilitate the tender of Registrable Notes Securities in the Exchange Offer. For greater clarity, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 210th day following the Closing Date.

Exchange Offer Registration. To the extent not prohibited by law --------------------------- (including, without limitation, any applicable law or applicable interpretation of the Staff staff of the SEC), the Issuer Company shall use its reasonable best efforts (Ai) to file within 60 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Issuer Company to the Holders to exchange all of their the Registrable Notes Securities (except Registrable Securities held by an Initial Purchaser and acquired directly from the Company if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial Purchasers, pursuant to applicable law or SEC interpretation, to participate in the Exchange Offer) for Exchange NotesSecurities, (Bii) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 at the earliest practicable time, but in no event later than 120 days after the date hereofClosing Date, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer or, in accordance with the procedures set forth in Section 3(f), to the extent any Participating Broker-Dealer participates in the Exchange Offer, use its best efforts to maintain the effectiveness of the Exchange Offer Registration Statement for a period ending on the earlier to occur of (i) the date when all Exchange Notes held by Participating Broker-Dealers have been sold and (iiiii) 180 days after the consummation of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer on or prior to 180 days following the earliest practicable date hereof. No securities other than the Exchange Notes shall be included in after the Exchange Offer Registration StatementStatement has become effective, but in no event later than 30 Business Days thereafter. The Exchange Notes Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers exchanging Participating Broker(as defined in Section 3(f) hereof) and broker-Dealer Notes dealers who purchased Debt Securities directly from the Company to resell pursuant to Rule 144A or any other available exemption under the 0000 Xxx) eligible and electing to exchange Registrable Securities for Exchange Notes Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 ActCompany, acquires the Exchange Notes Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the 0000 Xxx) of Exchange Offer for the purpose of distributing the Exchange NotesSecurities) to trade or sell such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Issuer Company shall: (iA) commence the Exchange Offer and use its reasonable best efforts to issue on or prior to 30 Business Days after the date on which the Exchange Offer Registration Statement is declared effective by the SEC, Exchange Securities in exchange for all Registrable Securities tendered prior thereto in the Exchange Offer; (B) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (iiC) keep the Exchange Offer open for not less than 20 business 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iiiD) use the services of the Depositary for the Exchange Offer with respect to Notes evidenced by global certificatesOffer; (ivE) permit Holders to withdraw tendered Registrable Notes Securities at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Notes Securities delivered for exchange, exchange and a statement that such Holder is withdrawing his election to have such Notes Debt Securities exchanged; (v) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the SEC (A) stating that the Issuer is registering the Exchange Offer in reliance on the position of the 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 SEC's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (v) above) and (B) including a representation that the Issuer 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 Issuer'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; and (viF) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Issuer Company shall: (i) accept for exchange Registrable Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Notes so accepted for exchange by the Issuer; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Notes to each Holder of Registrable Notes equal in amount to the Registrable Notes of such Holder so accepted for exchange. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not, in the good faith determination of the Issuer, (a) violate applicable law, statute, rule or regulation, or (b) violate any applicable interpretation of the Staff of the SEC and (ii) that there has been no action or proceeding instituted in any court or before any governmental agency or regulatory authority or any injunction, order or decree issued with respect to the Exchange Offer, which would prohibit the Issuer from proceeding with the Exchange Offer. Each Holder of Registrable Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Notes for Exchange Notes in the Exchange Offer shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 0000 Xxx) of the Issuer, (ii) any Exchange Notes to be received by it were acquired in the ordinary course of business, (iii) 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 0000 Xxx) of the Exchange Notes and (iv) it is not acting on behalf of any person who could not make the representations in clauses (i) through (iii). The Issuer shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Notes in the Exchange Offer.

Exchange Offer Registration. To the extent not prohibited by law (including, without limitation, any applicable law or applicable interpretation of the Staff staff of the SEC), the Issuer Company shall use its best efforts (Ai) to file within 60 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Issuer Company to the Holders to exchange all of their the Registrable Notes Securities (except Registrable Securities held by an Initial Purchaser and acquired directly from the Company if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or SEC interpretation, to participate in the Exchange Offer) for Exchange NotesSecurities, (Bii) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 120 days after the date hereofClosing Date, (Ciii) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer or, in accordance with the procedures set forth in Section 3(f), to the extent any Participating Broker-Dealer participates in the Exchange Offer, use its best efforts to maintain the effectiveness of the Exchange Offer Registration Statement for a period ending on the earlier to occur of (i) the date when all Exchange Notes held by Participating Broker-Dealers have been sold and (iiiv) 180 days after the consummation of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer on or prior to within 180 days following the date hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration StatementClosing Date. The Exchange Notes Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers exchanging Participating Broker(as defined in Section 3(f) hereof) and broker-Dealer Notes dealers who purchased Debt Securities directly from the Company to resell pursuant to Rule 144A or any other available exemption under the 1933 Xxx) xxigible and electing to exchange Registrable Securities for Exchange Notes Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 ActCompany, acquires the Exchange Notes Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the 1933 Xxx) xx Exchange Offer for the purpose of distributing the Exchange NotesSecurities) to trade or sell such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion registration requirement of the several states of the United States1933 Act. In connection with the Exchange Offer, the Issuer Company shall: (iA) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (iiB) keep the Exchange Offer open for not less than 20 business 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iiiC) use the services of the Depositary for the Exchange Offer with respect to Notes evidenced by global certificatesOffer; (ivD) permit Holders to withdraw tendered Registrable Notes Securities at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Notes Securities delivered for exchange, and a statement that such Holder is withdrawing his election to have such Notes exchanged;for (v) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the SEC (A) stating that the Issuer is registering the Exchange Offer in reliance on the position of the 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 SEC's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (v) above) and (B) including a representation that the Issuer 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 Issuer'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; and (viE) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Issuer Company shall: : (ix) accept for exchange Registrable Notes Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Notes so accepted for exchange by the Issuer; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Notes to each Holder of Registrable Notes equal in amount to the Registrable Notes of such Holder so accepted for exchange. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not, in the good faith determination of the Issuer, (a) violate applicable law, statute, rule or regulation, or (b) violate any applicable interpretation of the Staff of the SEC and (ii) that there has been no action or proceeding instituted in any court or before any governmental agency or regulatory authority or any injunction, order or decree issued with respect to the Exchange Offer, which would prohibit the Issuer from proceeding with the Exchange Offer. Each Holder of Registrable Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Notes for Exchange Notes in the Exchange Offer shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 0000 Xxx) of the Issuer, (ii) any Exchange Notes to be received by it were acquired in the ordinary course of business, (iii) 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 0000 Xxx) of the Exchange Notes and (iv) it is not acting on behalf of any person who could not make the representations in clauses (i) through (iii). The Issuer shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Notes in the Exchange Offer.