Common use of Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Clause in Contracts

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors. 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) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and (B) including a representation that neither the Company nor the Guarantors 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 the Guarantors’ 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.

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors. 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 Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s and, if applicabxx, xxx xx-action letter obtained pursuant to Shearman & Sterling dated July 2, 1993, clause (i) above and (B) including a representation that neither the Company nor the Guarantors has entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s and the Guarantors’ 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Series B Notes received in the Exchange Offer.

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors. 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) as interpreted in the Commission’s and, if applicable, any no-action letter obtained pursuant to Shearman & Sterling dated July 2, 1993, clause (i) above and (B) including a representation that neither the Company nor the Guarantors any Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and the Guarantors’ each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Series B Notes received in the Exchange Offer.

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors. 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) as interpreted in the Commission’s and, if applicable, any no-action letter obtained pursuant to Shearman & Sterling dated July 2clause (i) above, 1993, and (B) including a representation that neither the Company nor the Guarantors 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 's and the Guarantors’ 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 OfferOffer 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.

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors. 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 Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) as interpreted in the Commission’s and, if applicable, any no-action letter obtained pursuant to Shearman & Sterling dated July 2, 1993, clause (i) above and (B) including a representation that neither the Company nor the Guarantors any Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s and the Guarantors’ 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Series B Notes received in the Exchange Offer.

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors. 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) as interpreted in the Commission’s and, if applicable, any no-action letter obtained pursuant to Shearman & Sterling dated July 2, 1993, clause (i) above and (B) including a representation that neither the Company nor the Guarantors has entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s and the Guarantors’ 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Series B Notes received in the Exchange Offer.

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors. 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 Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) as interpreted in the Commission’s and, if applicable, any no-action letter obtained pursuant to Shearman & Sterling dated July 2clause (i) above, 1993, and (B) including a representation that neither the Company nor the Guarantors 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 's and the Guarantors’ 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 OfferOffer 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.

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors. 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 Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s xxx, ix xxxxxcable, any no-action letter obtained pursuant to Shearman & Sterling dated July 2, 1993, clause (i) above and (B) including a representation that neither the Company nor the Guarantors any Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s and the Guarantors’ 's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Series B Notes received in the Exchange Offer.

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors. 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) as interpreted in the Commission’s and, if applicable, any no-action letter obtained pursuant to Shearman & Sterling dated July 2, 1993, 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 Exchange Series B Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and the Guarantors’ ' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Series B Notes received in the Exchange Offer.

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors. 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 EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) as interpreted in the Commission’s and, if applicable, any no-action letter obtained pursuant to Shearman & Sterling dated July 2, 1993, 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 Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s 's and the Guarantors’ ' 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.