Common use of Prior to effectiveness of the Exchange Clause in Contracts

Prior to effectiveness of the Exchange. Offer Registration Statement, the Registrants shall provide a supplemental letter to the Commission (A) stating that the Company, the Guarantors 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), ---------------------------------- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, the Guarantors nor the Trust has entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Exchange Offer and that, to the best of the Registrants' 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.

Prior to effectiveness of the Exchange. Offer Registration Statement, the Registrants Issuers and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company, Issuers and the Guarantors 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), ---------------------------------- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 of the Company, Issuers nor any of the Guarantors nor the Trust has entered into any arrangement or understanding with any Person to distribute the New Securities Series B Notes to be received in the Exchange Offer and that, to the best of the RegistrantsIssuers' and the Guarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the New Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities Series B Notes received in the Exchange Offer.

Prior to effectiveness of the Exchange. Offer Registration Statement, the Registrants Issuer and the Guarantors shall provide a supplemental letter to the Commission the (A) stating that the Company, Issuer and the Guarantors 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), ---------------------------------- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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, Issuer and the Guarantors nor the Trust has have not entered into any arrangement or understanding with any Person to distribute the New Securities Senior Subordinated Notes to be received in the Exchange Offer and that, to the best of the RegistrantsIssuer's and the Guarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the New Securities 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 Securities Senior Subordinated Notes received in the Exchange Offer.