Common use of Exchange Offer Registration Statement Clause in Contracts

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable provisions of Section 6(c) hereof shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Notes. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advice, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewith. (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, prior to the consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that such Holder (A) is not an affiliate of the Company, (B) 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 Series B Notes to be issued in the Exchange Offer and (C) is acquiring the Series B Notes in its ordinary course of business. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereofthereof (which shall be in a manner consistent with the terms of this Agreement), and shall comply with all of the following provisions: (i) If, following the date hereofhereof and prior to the Consummation of the Exchange Offer, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Initial Notes. In connection with the foregoing, the The Company and the Guarantors hereby 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. The Company and the Guarantors hereby agree, however, to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation limitation, to (A) participating participate in telephonic conferences with the CommissionCommission staff, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise reasonably cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy Policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇no-action letters issued to M▇▇▇▇▇ ▇S▇▇▇▇▇▇ and Co., Inc. Co. Incorporated (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 (including, if applicable, including 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 must 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 Series B the Exchange Notes obtained by such Holder in exchange for Series A Initial Notes acquired by such Holder directly from the Company or an affiliate Affiliate thereof. (iii) 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 no-action letters issued to Exxon Capital Holdings Corporation (available May 13, 1988), M▇▇▇▇▇ S▇▇▇▇▇▇ and Co. Incorporated (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 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 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.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Notes. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the CommissionCommission staff, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 CompanyCompany or any 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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the 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 preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must 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 Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company. (iii) 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), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and, if applicable, any no-action 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 an affiliate thereofunderstanding 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 and the Guarantors' 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 and each of the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw and it is advisable to do so, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, the The Company and the Guarantors each hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take action to effect a change of Commission policy. The Company and the Guarantors each hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Initial Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Initial Securities shall furnish, upon the request of the Company, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Initial Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective its commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree agrees to use its commercially reasonable efforts to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with the foregoing, the The Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Subject to the immediately preceding two sentences, including without limitation the Company hereby agrees, however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 (within the meaning of Rule 405 under the Securities Act) of the Company, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 LLP dated July 2, 1993, and similar no-action letters (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Transfer Restricted Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 (as defined in Rule 405 under the Securities Act) of the Company, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of businessbusiness and (D) 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 compy with the applicable provisions of the Securities Act with respect to any resale of any Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and each of the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Notes. In connection with the foregoing, the The Company and the Guarantors each hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors each hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the 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 preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Ca▇▇▇▇▇ H▇▇▇▇▇▇▇ Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, 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 must 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 Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors Guarantor hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors Guarantor to Consummate an Exchange Offer for such Series A Notes. In connection with the foregoing, the The Company and the Guarantors Guarantor hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take action to effect a change of Commission policy. The Company and the Guarantor agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a resolution (which need not be favorable and may be resolved by an oral, rather than written, communication from the Commission staff) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithwith reasonable diligence. (ii) As a condition to its participation All Holders of Transfer Restricted Securities participating in the Exchange Offer pursuant to shall cooperate in the terms of this Agreement, each Company's preparations for the Exchange Offer. Each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 CompanyCompany within the meaning of Rule 405 under the Act, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes in its ordinary course of business. Each Holder shall also acknowledge hereby acknowledges and agree that agrees that, any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities Series B 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 Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must 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 (iii) Prior to effectiveness of the Exchange 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), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that neither the Company nor the Guarantor has entered into any arrangement or understanding with any Person to distribute the Series B Notes obtained by such to be received in the Exchange Offer and that, to the Company's information and belief, each Holder participating in exchange for the Exchange Offer is acquiring the Series A B Notes acquired by such Holder directly from in its ordinary course of business and has no arrangement or understanding with any Person to participate in the Company or an affiliate thereofdistribution of the Series B Notes received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Trust and the Guarantors Company shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Trust and the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company Trust and the Guarantors Company hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company Trust and the Guarantors Company to Consummate an Exchange Offer for such Series A NotesSecurities. In connection with the foregoing, The Trust and the Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Trust and the Company hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Trust and the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (ii) As a condition to its participation in Company's and the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the consummation of Trust's preparations for the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that such Holder (A) is not an affiliate of the Company, (B) 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 Series B Notes to be issued in the Exchange Offer and (C) is acquiring the Series B Notes in its ordinary course of business. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes New Securities obtained by such Holder in exchange for Series A Notes 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 Trust 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), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and, if applicable, any no-action 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 an affiliate thereofunderstanding 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 and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Initial Senior Secured Notes. In connection with the foregoing, the The Company and the Guarantors each hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors each hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Registration Rights Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B New Senior Secured Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B New Senior Secured Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 Registration Rights Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.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 letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must 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 Series B New Senior Secured Notes obtained by such Holder in exchange for Series A Initial Senior Secured Notes acquired by such Holder directly from the Company. (iii) 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND CO., INC. (available June 5, 1991) and, if applicable, any no-action 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 an affiliate thereofunderstanding with any Person to distribute the New Senior Secured 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 New Senior Secured Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Senior Secured Notes received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, PMC and the Guarantors hereby agree that the Company and the Guarantors hereby agree to will seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with PMC and the foregoing, Guarantors hereby agree that each of the Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with will pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. PMC and the Guarantors hereby agree, including without limitation however, that each of the Company and the Guarantors will (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 8 secondary resale transaction must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company and the Guarantors there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Notes. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advice, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewith.seek (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement and to its entitlement to Liquidated Damages pursuant to Section 5 of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the CompanyCompany and the Guarantors, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 CompanyCompany or any 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 Series B Notes Exchange Securities to be issued in the Exchange Offer Offer, and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using intending to use the Exchange Offer to participate in a dis- tribution 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 MORG▇▇ ▇▇▇N▇▇▇ ▇▇▇▇▇▇▇ and Co.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 letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 the resales are of Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereof. (iii) 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), MORG▇▇ ▇▇▇N▇▇▇ ▇▇▇ 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 the Guarantors have 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 each of the Company's and the Guarantors' information and belief, each Holder 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 and (C) including any other undertaking or representation required by the Commission as set forth in any no-action letter pursuant to clause (i) above.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the applicable provisions of Section 6(c7(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Registrable Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, the The Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. Each Holder shall also acknowledge and agree that any , (D) if it is a Broker-Dealer and any such Holder using the Exchange Offer to participate in that holds Securities that were acquired for its own account as a dis- tribution result of the securities to be market-making activities or other trading activities (other than Securities 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.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

Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an the Exchange Offer for such Series A Notesthe Initial Securities. In connection with the foregoing, the The Company and the Guarantors each hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors each hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (B) it is not engaged inacquiring the Exchange Securities in its ordinary course of business and (C) at the time of the commencement of the Exchange Offer, and does not intend to engage in, and it has no arrangement or understanding with any person to participate in, a in the distribution (within the meaning of the Series B Notes Securities Act) of the Exchange Securities to be issued in the Exchange Offer and (C) is acquiring Offer. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Series B Notes in its ordinary course of businessCompany’s preparations for the Exchange Offer. Each Holder shall also will be required to acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 (as defined in Rule 405 under the Securities Act) of the Company, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of businessbusiness and (D) 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. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of Company Consummating the Exchange Offer, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Subsidiary Guarantors shall comply with all applicable provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereofthereof (which shall be in a manner consistent with the terms of this Agreement), and shall comply with all of the following provisions: (i) If, following the date hereofhereof and prior to Consummation of the Exchange Offer, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion judgment of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Subsidiary Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Subsidiary Guarantors to Consummate an Exchange Offer for such Series A Senior Subordinated Notes. The Company and the Subsidiary Guarantors hereby 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. In connection with the foregoing, the Company and the Subsidiary Guarantors hereby agree agree, however, but subject to the proviso set forth above, to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Subsidiary Guarantors (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, (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 Series B New Senior Subordinated Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B New Senior Subordinated Notes in its ordinary course of business. In addition, all such holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparation for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.available

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company and the Guarantors there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities unless the Commission has announced its intention not to grant no-action letters of such kind. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take any action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advice, including without limitation (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company and the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file include a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to “no-action” position by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff). (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 CompanyCompany or any 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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes 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 Guarantors’ preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofa Guarantor.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Initial Notes. In connection with the foregoing, the The Company and the Guarantors each hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors each hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities to be acquired in the Exchange Offer 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Initial Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Initial Securities shall furnish, upon the request of the Company, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Initial Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 19915,1991) and Exxon Capital Holdings Corporation (available May 13, 198813,1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 19932,1993, and similar no-action letters (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 (as defined in Rule 405 under the Securities Act) of the Company, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of businessbusiness and (D) 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. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 CompanyCompany or any 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 Series B Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of businessbusiness and (D) if such Holder is a Broker Dealer, such Holder has acquired the Exchange Securities that are Transfer Restricted Securities for its own 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 preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) hereof shall below, (y) use their respective commercially reasonable best efforts to effect such exchange and to permit the sale resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Notes that such Broker-Dealer Transfer Restricted Securities acquired for its own account as a result of its market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are reasonably may be requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to ) by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities to be Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for 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 Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from 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), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, 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 an affiliate thereofunderstanding 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 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 and the Guarantors Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following due to a change in law or Commission policy after the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of special counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantors Guarantor hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors Guarantor to Consummate consummate an Exchange Offer for such Series A Old Notes. The Company and the Guarantor hereby agree to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors Guarantor hereby agree to take all such other reasonable actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such adviceno-action letter or decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by special counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement ) by the Commission of such submission. The Initial Purchasers shall be given prior notice of any action taken by the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithunder this clause (i). (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors Guarantor (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 CompanyCompany or the Guarantor within the meaning of the 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 Series B New Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B New Notes in its ordinary course of business. Each Holder Holders of Transfer Restricted Securities shall also use their best efforts to cooperate in the Company's and the Guarantor's preparations for the Exchange Offer. (iii) The Company and the Initial Purchasers acknowledge and agree that the staff of the Commission has taken the position that any Brokerbroker-Dealer and any dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a dis- tribution of the securities to be acquired broker-dealer for its own account in the Exchange Offer (1a "Participating Broker-Dealer") could not under Commission policy as in effect on may be deemed to be --------------------------- an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Act and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission'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 (i) above, and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary any resale transaction of such New Notes. Further, the Company and the Initial Purchasers acknowledge that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, Initial Purchasers may not exchange in the Exchange Offer Old Notes representing unsold allotments resulting from the original offering of Regulation S-K the Old Notes. The Company and the Initial Purchasers also acknowledge that it is the Commission staff's current 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 New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in connection with resales are of Series B New Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly their own accounts (other than a resale of an unsold allotment resulting from the Company or an affiliate thereoforiginal offering of the Notes), so long as the Prospectus otherwise meets the requirements of the Act.

Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) hereof shall below, (y) use their respective commercially reasonable its best efforts to effect such exchange and to permit the sale resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Notes that such Broker-Dealer Transfer Restricted Securities acquired for its own account as a result of its market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such Offer that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with and subject to the foregoing, the Company and the Guarantors hereby agree agrees to take all such other actions as are may be reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including including, without limitation limitation, (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to ) by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise reasonably cooperate to the extent necessary in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities to be Exchange Notes hereby acknowledges and agrees that, if the resales are of Exchange Notes obtained by such Holder in exchange for 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 ▇▇▇▇▇▇ ------ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 under the resales are Act. (iii) Prior to the effectiveness of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Exchange 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ---------------------------- ------------------ Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter --------- to Shearman & Sterling dated July 2, 1993, 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 an affiliate thereofunderstanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer, and to the extent that the Company is capable of so representing, 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 and (C) including 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 and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an the Exchange Offer for such Series A NotesOffer. In connection with the foregoing, the The Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the CommissionCommission staff, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (ii) As a condition to its participation in Each 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, prior to the consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that such Holder (A) is not an affiliate of the Company, (B) 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 Series B Notes to be issued in the Exchange Offer and (C) is acquiring the Series B Notes in its ordinary course of business. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must 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 Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company. (iii) 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action 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 an affiliate thereofunderstanding 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 and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below and shall use their respective commercially its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof. In addition, the Company (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, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate consummate an Exchange Offer for such Series A Notes. In connection with the foregoing, the The Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the staff of the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing use reasonable best efforts to pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantors (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, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of businessbusiness and (y) otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (includingincluding ▇▇▇▇▇ & ▇▇▇▇ LLP (available February 7, if applicable1997), ---------------- 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 must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Notes 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 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), ▇▇▇▇▇ ---------------------------- ----- & Wood LLP (available February 7, 1997) and, if applicable, any no-action ---------- letter obtained pursuant to clause (i) above and (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 best of the Company's information and belief, each Holder (other than an affiliate thereofInitial Purchaser) 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 and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is s a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Initial Notes. In connection with the foregoing, the The Company and the Guarantors each hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors each hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company Issuer and the any Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially commerically reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuer there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company Issuer and the any Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company Issuer and the any Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with the foregoing, the Company The Issuer and the any Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Issuer and any Guarantors hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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 CompanyIssuer, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors 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 CompanyIssuer, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuer’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Transfer Restricted Securities acquired by such Holder directly from the Company or an affiliate thereofIssuer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities and related guarantees being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, the The Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted permitted, and (C) diligently pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 (as defined in Rule 405 under the Securities Act) of the Company, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer, (D) at the time of the commencement of the Exchange Offer, such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, and (E) if such Holder is a Participating Broker Dealer that will receive Exchange Securities for its own account in exchange for Transfer Restricted Securities that were acquired as a result of market-making or other trading activities, that it will deliver a Prospectus in connection with any resale of such Exchange Securities. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Trust and the Guarantors Company shall comply with all applicable of the provisions of Section 6(c6(b) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Trust and the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company Trust and the Guarantors Company hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company Trust and the Guarantors Company to Consummate an Exchange Offer for such Series A NotesSecurities. In connection with the foregoing, The Trust and the Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Trust and the Company hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Trust and the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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 Trust or the Company, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Trust or the Company and the Guarantors (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 Trust or the Company, (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 Series B Notes New Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes New 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 Trust's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 MORG▇▇▇▇ STAN▇▇▇ ▇▇▇▇▇▇▇ and Co.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 letter to Shearman & Sterling dated July 2, 1993, and similar no-no- action letters (including, if applicable, 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 must 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 Series B Notes New Securities obtained by such Holder in exchange for Series A Notes 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 Trust 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), MORG▇▇ ▇▇▇N▇▇▇ ▇▇▇ CO., INC. (available June 5, 1991) and, if applicable, any no-action 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 an affiliate 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 and the Guarantors shall comply with all applicable provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale resale of Series B Notes by Broker-Dealers that tendered in the Exchange Offer Series A Notes that such Broker-Dealer Transfer Restricted Securities 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 accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are reasonably may be requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to ) by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes in its ordinary course of business. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital ▇▇▇▇▇ ▇▇▇▇▇▇l 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 K. (iii) 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), Morgan Stanley and Co., Inc. (available June 5, 1991) as ▇▇▇▇▇▇re▇▇▇ ▇▇ the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the resales are of 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 and each Guarantor'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 by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereofpursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the an Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted each Series of Exchange Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the an Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of each applicable Series of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the such Exchange Offer Registration Statement) to the effect that such Holder (A) it is not an affiliate of the Company, (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 Series B Notes Exchange Securities to be issued in the such Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities to be issued in such Exchange Offer in its ordinary course of business. In addition, all such Holders of each applicable Series of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities of the same Series A Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company Company, there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Initial Notes. In connection with the foregoing, the The Company and the Guarantors each hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors each hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 CompanyCompany or any of the Guarantors, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, and such counsel deems it advisable, the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Notes. In connection with the foregoing, the Company Initial Securities and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advice, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of such a decision to the Commission staff level, level but shall not be required to taken take commercially unreasonable action in connection therewithto effect a change of Commission policy. (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 be required to furnish, upon the request of the Company, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of businessbusiness and (D) it is not acting on behalf of any person who could not truthfully make the foregoing representations. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to that the Company and the Guarantors will seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with the foregoing, the The Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by that each of the Commission staff or otherwise required in connection with Company and the Guarantors will pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors hereby agree, including without limitation however, that each of the Company and the Guarantors will (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors Guarantor hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors Guarantor to Consummate an Exchange Offer for such Series A Initial Notes. In connection with the foregoing, the The Company and the Guarantors Guarantor each hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantor each hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Ex▇▇▇ ▇▇p▇▇▇▇ ▇▇ldings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, 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 must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with ------------------------------------- the Exchange Offer, the Company and the Guarantors Issuers shall comply with all applicable of the provisions of Section 6(c) hereof below to the extent applicable, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuers, there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors Issuers hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors Issuers to Consummate an Exchange Offer for such Series A Senior Subordinated Notes. In connection with the foregoing, the Company and the Guarantors The Issuers hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Issuers hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement& Wood LLP (available February 7, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that such Holder (A) is not an affiliate of the Company, (B) is not engaged in1997), and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Series B Notes to be issued in the Exchange Offer and (C) is acquiring the Series B Notes in its ordinary course of business. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (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 must 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 Series B New Notes obtained by such Holder in exchange for Series A Senior Subordinated Notes acquired by such Holder directly from the Company Issuers. (iii) Prior to the effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available ---------------------------------- May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), ---------------------------- Brown & Wood LLP (available February 7, 1997) and, if applicable, any ---------------- no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Issuers have not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the New Notes to be received in the Exchange Offer and that, to the best of the Issuers' 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 .

Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective its commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with the foregoing, the The Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Transfer Restricted Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Issuers and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuers there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company Issuers and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company Issuers and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with Each of the foregoing, the Company Issuers and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with use its commercially reasonable best efforts to pursue the issuance of such advicea 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 Issuers and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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 CompanyIssuers, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors Issuers (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 CompanyIssuers, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofIssuers.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors Cinemark shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Cinemark there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors Cinemark hereby agree agrees to seek a no-action letter or other interpretive favorable decision from the Commission, including oral advice from the Commission staff of the Commission, allowing the Company and the Guarantors Cinemark to Consummate an Exchange Offer for such Series A Notes. Cinemark 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. In connection with the foregoing, the Company and the Guarantors Cinemark hereby agree agrees, however, to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advice, including without limitation (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Cinemark setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithmatters. (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 CompanyCinemark, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors Cinemark (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 CompanyCinemark, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer who acquired Notes directly from Cinemark or any affiliate of Cinemark and any such Holder using intending to use the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Exx▇▇ ▇▇▇i▇▇▇ ▇▇▇dings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder Holders directly from the Company or an affiliate thereofCinemark.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to use their commercially reasonable efforts to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with use their commercially reasonable efforts to pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy or to obtain such no-action letter or other favorable decision. Each of the Company and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Subsidiary Guarantors shall (x) comply with all applicable provisions of Section 6(c) hereof shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:Section (i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Subsidiary Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Subsidiary Guarantors to Consummate an Exchange Offer for such Series A Transfer Restricted Securities or the Old Notes. The Company and the Subsidiary Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable actions to effect a change in Commission policy. In connection with the foregoing, the Company and the Subsidiary Guarantors hereby agree to take all such other reasonable actions as are reasonably may be requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to ) by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this AgreementOffer, each Holder of Transfer Restricted Securities or holder of the Old Notes (including, without limitation, any Holder who is a Broker Dealer) shall furnish, upon the request of the Company, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Subsidiary Guarantors (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 Affiliate of the Company, (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 Series B New Senior Subordinated Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B New Senior Subordinated Notes in its ordinary course of business. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities to be New Senior Subordinated Notes shall acknowledge and agree that, if the resales are of New Senior Subordinated Notes obtained by such Holder in exchange for Senior Subordinated 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.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 letter to Shearman SHEARMAN & Sterling STERLING dated July 2, 1993, and similar no-action letters (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from Exchange Offer Registration Statement, the Company and the Subsidiary 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND CO., INC. (available June 5, 1991) as interpreted in the Commission's letter to SHEARMAN & STERLING dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Subsidiary Guarantor has entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the New Senior Subordinated Notes to be received in the Exchange Offer and that, to the best of the Company's and each Subsidiary Guarantor's information and belief, each Holder or holder of the Old Notes participating in the Exchange Offer is acquiring the New 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 New Senior Subordinated 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 and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) hereof shall below, (y) use their respective commercially reasonable best efforts to effect such exchange of tendered Notes and to permit the sale resale of Exchange Notes by any Broker-Dealer Transfer Restricted Securities that tendered in the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable actions to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are reasonably may be requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to ) by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. Each Holder In addition, all such Holders of Transfer Restricted Securities shall also acknowledge and agree that any Broker-Dealer and any such otherwise cooperate with the Company in the preparation of the Exchange Offer. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities to be Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for 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 Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K if K. (iii) Prior to effectiveness of the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, 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 an affiliate thereofunderstanding 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 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 and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Re- stricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Transfer Restricted Securities acquired by such Holder directly from the Company and has no arrangement or an affiliate thereofunderstanding with any person to participate in the distribution of the Transfer Restricted Securities to be received in the Exchange Offer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale resale of Exchange Notes held by a Broker-Dealer who tendered Transfer Restricted Securities in the Exchange Offer that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company) being sold in accor- dance accordance with the intended method or methods of distribution thereof, thereof and shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with The Company and the foregoingGuarantors hereby 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. However, the Company and the Guarantors hereby agree to take all such other actions as are reasonably may be requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 Affiliate of the CompanyCompany or any of the Guarantors, (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 Series B Exchange Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Exchange Notes in its ordinary course of businessbusiness and (D) if such Holder is a Broker-Dealer, that it will receive Exchange Notes for its own account in exchange for securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Notes. Each Holder shall also be required to make such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available and will be required to agree to comply with their agreements and covenants set forth in this Agreement. In addition, the Initial Purchasers, for themselves and on behalf of the Holders, hereby acknowledge and agree agree, and each Holder by its purchase of Transfer Restricted Securities shall be deemed to have acknowledged and agreed, that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities to be acquired in the Exchange Offer Notes (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Initial Notes acquired by such Holder directly from the Company or an affiliate thereofany of its Affiliates. (iii) 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action 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 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 and (C) any other undertaking or representation reasonably 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 Trust and the Guarantors Company shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Trust and the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company Trust and the Guarantors Company hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company Trust and the Guarantors Company to Consummate an Exchange Offer for such Series A NotesSecurities. In connection with the foregoing, The Trust and the Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Trust and the Company hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Trust and the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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 Trust or the Company, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Trust or the Company and the Guarantors (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 Trust or the Company, (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 Series B Notes New Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes New 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 Trust's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 Morgan Stanl▇▇▇▇ ▇▇▇ ▇▇., ▇▇▇▇▇ and Co., Inc. c. (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 (includingincluding Brown & Wood ▇▇▇ (av▇▇▇▇ble February 7, if applicable1997), 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 must 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 Series B Notes New Securities obtained by such Holder in exchange for Series A Notes 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 Trust 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), Morgan Stanley and ▇▇., ▇▇c. (available June 5, 1991) Brown & Wood LLP (available February 7, 1997) and, if applicable, any no-action 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 an affiliate thereofunderstanding 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 and the Guarantors shall comply with all applicable provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale resale of Series B Notes by Broker-Dealers that tendered in the Exchange Offer Series A Notes that such Broker-Dealer Transfer Restricted Securities 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 accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are reasonably may be requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to ) by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes in its ordinary course of business. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 K. (iii) 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the resales are of 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 and each Guarantor'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 by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereofpursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Company, there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesSecurities. In connection with the foregoing, the The Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 CompanyCompany or any 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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes the Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Subsidiary Guarantors shall comply with all applicable the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or a policy of the Commission, the Company and the Subsidiary Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Subsidiary Guarantors to Consummate an Exchange Offer for such Series A Notes. The Company and the Subsidiary Guarantors each hereby 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. In connection with the foregoing, the Company and the Subsidiary Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advice, including without limitation (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the 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 preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must 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 Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 of the Subsidiary Guarantors has entered into any arrangement or an affiliate thereofunderstanding 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) including any other understanding or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company and the Guarantors there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities unless the Commission has announced its intention not to grant no-action letters of such kind. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take any action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advice, including without limitation (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company and the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file include a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to “no-action” position by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff). (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 CompanyCompany or any 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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes 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 Guarantors’ preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofa Guarantor.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Initial Notes. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company and the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (i) comply with all applicable provisions of Section 6(c5(c) hereof shall and Section 5(d) hereof with respect to certain exchange offer prospectuses as described therein, (ii) use their respective all commercially reasonable best efforts to effect such exchange and to permit the sale resale of Exchange Securities by any Broker-Dealer Transfer Restricted that tendered Securities in the Exchange Offer that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities acquired directly from the Company or any of its Affiliates) being sold in accor- dance accordance with the intended method or methods of distribution thereof, ; and shall (iii) comply with all of the following provisions: (iA) If, following the date hereofClosing Date, there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with the foregoing, the The Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level, including without limitation but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors hereby agree to (AI) participating participate in telephonic conferences with the CommissionCommission staff, (BII) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal basesbasis, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (CIII) diligently pursuing pursue a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to ) by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff. (iiB) 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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that such Holder (AI) it is not an affiliate Affiliate of the Company, (BII) 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 Series B Notes Exchange Securities to be issued in the Exchange Offer and Offer, (CIII) it is acquiring the Series B Notes Exchange Securities in its ordinary course of businessbusiness and (IV) if such Holder is a Broker-Dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a Prospectus in connection with any resale of such Exchange Securities. Each Holder shall also acknowledge be required to make such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available and will be required to agree that any Broker-Dealer to comply with their agreements and any such covenants set forth in this Agreement. Each Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities Exchange Securities will be required to be acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991199▇) and ▇▇▇ Exxon Capital ▇apital 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 (including, if applicable, any no-action letter obtained pursuant to clause (iA) 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 must 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 K. (C) Prior to effectiveness of the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from Exchange Offer Registration Statement, the Company and the Guarantors shall, if requested by the Commission, provide a supplemental letter to the Commission (I) 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, 199▇) ▇▇ i▇▇▇▇▇▇▇ted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (A) above, (II) including a representation that neither the Company nor any Guarantor has entered into any arrangement or an affiliate thereofunderstanding 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 each Guarantor's information and belief, each Holder (other than the Initial Purchasers) 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 and (III) including any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (A) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Issuers and the Guarantors shall comply with all applicable provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale resale of Series B Notes by each Broker-Dealer Transfer Restricted Securities 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 Issuers or any of their Affiliates) being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company Issuers and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company Issuers and the Guarantors to Consummate an Exchange Offer for the Transfer Restricted Securities. The Issuers and the Guarantors hereby agree to pursue the issuance of such Series A Notesa decision to the Commission staff level. In connection with the foregoing, the Company Issuers and the Guarantors hereby agree to take all such other actions as are may be reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to ) by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes in its ordinary course of business. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Issuers 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) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither of the resales are of Issuers 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 and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereofpursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below and shall use their respective commercially its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof. In addition, the Company (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, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate consummate an Exchange Offer for such Series A Notes. In connection with the foregoing, the The Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the staff of the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing use reasonable best efforts pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantors (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, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of businessbusiness and (y) otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (includingincluding ▇▇▇▇▇ & ▇▇▇▇ LLP (available February 7, if applicable1997), ---------------- 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 must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Notes 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 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), ▇▇▇▇▇ ---------------------------- ----- & Wood LLP (available February 7, 1997) and, if applicable, any no-action ---------- letter obtained pursuant to clause (i) above and (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 best of the Company's information and belief, each Holder (other than an affiliate thereofInitial Purchaser) 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 Issuer and each of the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuer there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company Issuer and each of the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company Issuer and the Guarantors to Consummate an Exchange Offer for such Series A Senior Subordinated Notes. In connection with the foregoing, the Company The Issuer and each of the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Issuer and each of the Guarantors hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Issuer and the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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 CompanyIssuer or a Guarantor, prior to the consummation of date on which the Exchange OfferOffer is consummated, a written representation to the Company Issuer and the Guarantors (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 CompanyIssuer, (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 Series B New Senior Subordinated Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B New Senior Subordinated Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuer's and the Guarantors' preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B New Senior Subordinated Notes obtained by such Holder in exchange for Series A Senior Subordinated Notes acquired by such Holder directly from the Company or an affiliate thereofIssuer.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, and such counsel deems it advisable, the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Notes. In connection with the foregoing, the Company Initial Securities and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advice, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of such a decision to the Commission staff level, level but shall not be required to taken take commercially unreasonable action in connection therewithto effect a change of Commission policy. (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 be required to furnish, upon the request of the Company, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of businessbusiness and (D) it is not acting on behalf of any person who could not truthfully make the foregoing representations. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, DigitalNet Holdings, the Company and the Guarantors Subsidiary Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, DigitalNet Holdings, the Company and the Guarantors Subsidiary Guarantor hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing DigitalNet Holdings, the Company and the Guarantors Subsidiary Guarantor to Consummate an Exchange Offer for such Series A Initial Notes. In connection with the foregoingDigitalNet Holdings, the Company and the Guarantors Subsidiary Guarantor each hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. DigitalNet Holdings, including without limitation the Company and the Subsidiary Guarantor each hereby agrees, however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings C▇▇▇▇▇▇ ▇▇▇▇▇▇▇s Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, 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 must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of businessbusiness and (D) it is not acting on behalf of any Person who could not truthfully make the foregoing representations. In addition, all such Holders shall otherwise cooperate in the Company’s and the Guarantors’ preparations for the Exchange Offer. Each Holder shall also acknowledge here- by acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Transfer Restricted Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and hereby agrees, to the Guarantors hereby agree extent reasonably practicable, to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with the foregoing, the The Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Senior Secured Discount Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Senior Secured Discount Notes in its ordinary course of businessbusiness and (D) it is not acting on behalf of any person who could not make the 7 foregoing representations. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction must 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 Series B Senior Secured Discount Notes obtained by such Holder in exchange for Series A Senior Secured Discount Notes acquired by such Holder directly from the Company. (iii) Prior to effectiveness of the Exchange 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Series B Senior Secured Discount 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 Senior Secured Discount 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 Secured Discount 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 and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to for the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Exchange Notes. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to for the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 CompanyCompany or any 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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.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 letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must 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 Series B Exchange Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) hereof shall below, (y) use their respective all commercially reasonable best efforts to effect such exchange and to permit the sale resale, for up to 180 days from the date on which the Exchange Offer is Consummated, of Exchange Notes by any Broker-Dealer Transfer Restricted Securities that tendered Notes in the Exchange Offer that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published announced a change in applicable law or Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Notes. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advice, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithTransfer Restricted Securities. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities Exchange Notes will be required to be acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 S‑K. (iii) Prior to effectiveness of the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, 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 an affiliate thereofunderstanding 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 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 Issuer and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuer there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company Issuer and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company Issuer and the Guarantors to Consummate an Exchange Offer for such Series A NotesNew Securities. In connection with Each of the foregoing, the Company Issuer and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 Issuer and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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 CompanyIssuer, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors 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 CompanyIssuer, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuer’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution distribution of the securities to be acquired in the Exchange Offer (1) could cannot under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes New Securities acquired by such Holder directly from the Company or an affiliate thereofIssuer.

Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an the Exchange Offer for such Series A Notesthe Initial Securities. In connection with the foregoing, the The Company and the Guarantors each hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company and the Guarantors each hereby agree, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (B) it is not engaged inacquiring the Exchange Securities in its ordinary course of business and (C) at the time of the commencement of the Exchange Offer, and does not intend to engage in, and it has no arrangement or understanding with any person to participate in, a in the distribution (within the meaning of the Series B Notes Securities Act) of the Exchange Securities to be issued in the Exchange Offer and (C) is acquiring Offer. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Series B Notes in its ordinary course of businessCompany’s preparations for the Exchange Offer. Each Holder shall also will be required to acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.June

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of businessbusiness and (D) if such Holder is a Broker Dealer, such Holder has acquired the Exchange Securities that are Transfer Restricted Securities for its own 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 preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, each of the Company Issuers and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective its commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, thereof set forth in the Registration Statement and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuers there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors Issuers hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors Issuers to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, the Company and the Guarantors The Issuers hereby agree to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea decision to the Commission staff level but shall not be required to appeal to the Commission or take commercially unreasonable action to effect a change of Commission or Commission staff policy. Each of the Issuers hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the CommissionCommission staff, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 either of the CompanyIssuers or Guarantors, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business, (D) such Holder is not holding Securities that have the status of an unsold allotment in the Initial Placement, (E) if such Holder is a Broker-Dealer, that it will receive Exchange Securities for its own account in exchange for Transfer Restricted 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 comply with all applicable provisions of the Securities Act, including delivering a Prospectus in connection with any resale of such Exchange Securities, (F) if such Holder is a Broker-Dealer, that it did not purchase the Transfer Restricted Securities to be exchanged in the Exchange Offer from the Issuers or any of their affiliates, and (G) it is not acting on behalf of any Person who could not truthfully and completely make the representations contained in the foregoing subclauses (A) through (F). In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder shall also will further acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofIssuers.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Issuers and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereofthereof set forth in the Registration Statement, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuers there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company Issuers and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company Issuers and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. In connection with Each of the foregoing, the Company Issuers and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 Issuers and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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 CompanyIssuers, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors Issuers (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 any of the CompanyIssuers, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Transfer Restricted Securities acquired by such Holder directly from the Company or an affiliate thereofIssuers.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereofthereof (which shall be in a manner consistent with the terms of this Agreement), and shall comply with all of the following provisions: (i) If, following the date hereofhereof and prior to Consummation of the Exchange Offer, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion judgment of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Subordinated Notes. The Company and the Guarantors hereby 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. In connection with the foregoing, the Company and the Guarantors hereby agree agree, however, but subject to the proviso set forth above, to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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, (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 Series B Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise reasonably cooperate in the Company's preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.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 letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 the resales are of Series B Exchange Notes obtained by such Holder in exchange for Series A Subordinated Notes acquired by such Holder directly from the Company or an affiliate thereof. (iii) To the extent required by the Commission, 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND CO., INC. (available June 5, 1991) and, if applicable, any no-action 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 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.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale resale of Series B Notes by Broker-Dealers that tendered in the Exchange Offer Series A Notes that such Broker-Dealer Transfer Restricted Securities 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 accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange OfferOffer that, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. The Company and the Guarantors hereby 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 in Commission policy. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as are reasonably may be requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to ) by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff. (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, prior to the consummation Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (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 Affiliate of the Company, (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 Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise reasonably cooperate with any reasonable request of the Company relating to the Company's and Guarantors' preparation of the Exchange Offer Registration Statement. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (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 Act in connection with a secondary resale transaction and that such a secondary resale transaction 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 K. (iii) 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the resales are of 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 and each Guarantor'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 by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereofpursuant to clause (i) above, if applicable.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable provisions of Section 6(c) hereof below, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereofthereof (which shall be in a manner consistent with the terms of this Agreement), and shall comply with all of the following provisions: (i) If, following the date hereofhereof and prior to the Consummation of the Exchange Offer, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantors hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A Senior Subordinated Notes. In connection with the foregoing, the The Company and the Guarantors hereby 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. The Company and the Guarantors hereby agree, however, to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B New Senior Subordinated Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B New Senior Subordinated Notes in its ordinary course of business. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.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 letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must 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 Series B New Senior Subordinated Notes obtained by such Holder in exchange for Series A Senior Subordinated Notes acquired by such Holder directly from the Company. (iii) 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), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 an affiliate thereofunderstanding with any Person to distribute the New Senior Subordinated 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 New 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 New Senior Subordinated 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.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors Joinder Parties shall comply with all of the applicable provisions of Section 6(c) hereof 6 hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors Joinder Parties hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors Joinder Parties to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors Joinder Parties hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Joinder Parties hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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, (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 Series B Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof hereof, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantors hereby agree agrees to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors to Consummate an Exchange Offer for such Series A NotesInitial Securities. In connection with the foregoing, Each of the Company and the Guarantors hereby agree agrees to take all such other actions as are reasonably requested by the Commission staff or otherwise required in connection with pursue the issuance of such advicea 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 and the Guarantors hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the 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 pursuing pursue a favorable resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithsubmission. (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, prior to the consummation of the Exchange OfferConsummation thereof, a written representation to the Company and the Guarantors (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 (as such term is defined in Rule 405 under the Securities Act) of the Company, (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 (within the meaning of the Series B Notes Securities Act) of the Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Series B Notes Exchange Securities in its ordinary course of businessbusiness and (D) it shall have made such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the Securities Act available or for the Exchange Offer Registration Statement to be declared effective. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder shall also acknowledge hereby acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 (including, if applicable, 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 must 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 Series B Notes Exchange Securities obtained by such Holder in exchange for Series A Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.

Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors Guarantor shall (x) comply with all applicable provisions of Section 6(c) hereof shall below, (y) use their respective commercially reasonable best efforts to effect such exchange and to permit the sale resale of Exchange Notes and related Guarantees by Broker-Dealers that tendered in the Exchange Offer Notes that such Broker-Dealer Transfer Restricted Securities acquired for its own account as a result of its market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) being sold in accor- dance accordance with the intended method or methods of distribution thereof, and shall (z) comply with all of the following provisions: (i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors Guarantor hereby agree to seek a no-action letter or other interpretive advice favorable decision from the Commission staff allowing the Company and the Guarantors Guarantor to Consummate an Exchange Offer for such Series A NotesTransfer Restricted Securities. The Company and the Guarantor hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors Guarantor hereby agree to take all such other actions as are reasonably may be requested by the Commission staff or otherwise required in connection with the issuance of such advicedecision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 pursuing a resolution by the Commission staff of such submission (which need not be favorable); provided, however, that pursuant to this Agreement the Company may alternatively determine to file a Shelf Registration Statement; and provided, further, that the Company and the Guarantors agree to pursue the issuance of a decision to ) by the Commission staff level, but shall not be required to taken commercially unreasonable action in connection therewithstaff. (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, prior to the consummation Consummation of the Exchange Offer, a written representation written (iii) Prior to the Company and the Guarantors (which may be contained in the letter effectiveness of transmittal contemplated by the Exchange Offer Registration Statement) , the Company and the Guarantor shall provide a supplemental letter to the effect that such Holder Commission (A) is not an affiliate of stating that the Company, (B) is not engaged in, Company and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Series B Notes to be issued in Guarantor are registering the Exchange Offer and (C) is acquiring the Series B Notes in its ordinary course of business. Each Holder shall also acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a dis- tribution 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (includingand, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor the 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 the 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 and (2C) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information any other undertaking or representation required by Item 507 or 508the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, as if applicable, of Regulation S-K if the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.