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

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor. 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) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the New 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 New Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New 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.

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

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor. 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) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any the Guarantor has entered into any arrangement or understanding with any Person to distribute the New Series B Notes to be received in the Exchange Offer and that, to the best of the Company's and each the Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the New 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 New 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.

Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor. 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 Morgan Stanley and Co., Inc. Ixx. (available xvxxxxxxx June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, above and (B) including a representation that neither the Company nor any the Guarantor has entered into any arrangement or understanding with any Person to distribute the New Series B 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 New 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 New 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) aboveOffer.