Common use of Participation of Broker-Dealers in Exchange Offer Clause in Contracts

Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the Commission has taken the position that any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange for Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the Commission SEC has taken the position that any broker-dealer registered under the 1934 Act that receives Exchange Notes Securities for its own account in the Exchange Offer in exchange for Notes Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"”), may be deemed to be an "“underwriter" ” within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange NotesSecurities. The Company understands Co-Issuers understand that it is the Staff's ’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange NotesSecurities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Notes Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the Commission has taken the position that any broker-dealer that receives Exchange Notes Securities for its own account in the Exchange Offer in exchange for Notes Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange NotesSecurities. The Company understands and RJRT understand that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange NotesSecurities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Notes Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the Commission SEC has taken the position that any broker-dealer that receives Exchange Notes Securities for its own account in the Exchange Offer in exchange for 2001 Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange NotesSecurities. The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange NotesSecurities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Notes Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the Commission SEC has taken the position that any broker-dealer registered under the 1934 Act that receives Exchange Substitute Notes for its own account in the Exchange Offer in exchange for Exchange Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a "“Participating Broker-Dealer"”), may be deemed to be an "“underwriter" ” within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange Substitute Notes. The Company understands that it is the Staff's ’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Substitute Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Substitute Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Substitute Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff staff of the Commission SEC (the "Staff") has taken the position that any broker-dealer that receives Exchange Notes Securities for its own account in the Exchange Offer in exchange for Notes Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange NotesSecurities. The Company understands and Holdings understand that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange NotesSecurities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Notes Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act.

Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the Commission SEC has taken the position that any broker-dealer that receives Exchange Notes Securities for its own account in the Exchange Offer in exchange for Notes New Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange NotesSecurities. The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange NotesSecurities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Notes Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act.

Participation of Broker-Dealers in Exchange Offer. (a) The Company understands that the Staff of the Commission SEC has taken the position that any broker-dealer that receives Exchange Notes Securities for its own account in the Exchange Offer in exchange for Notes Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must deliver a prospectus meeting the requirements of the Securities 1933 Act in connection with any resale of such Exchange NotesSecurities. The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange NotesSecurities, without naming the Participating Broker-Dealers -13- 15 or specifying the amount of Exchange Notes Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities 1933 Act in connection with resales of Exchange Notes Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities 1933 Act.