Common use of Agreements of the Company and the Guarantors Clause in Contracts

Agreements of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, agree with the Purchaser as follows: (a) The Company and the Guarantors will apply the net proceeds from the sale of the First Lien Notes to be sold by the Company hereunder substantially in accordance with the description set forth in the Disclosure Package under the caption “Unaudited Pro Forma Condensed Combined Financial Information”. (b) The Company, the Guarantors and their respective Affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably could be expected to cause or result in the stabilization or manipulation of the price of any security of the Company and the Guarantors in connection with the offering of the First Lien Notes. (c) The First Lien Notes will be eligible for clearance and settlement in the United States through DTC and in Europe through Euroclear Bank, S.A./N.V., or Clearstream Banking, société anonyme. (d) The Company and the Guarantors will not, and will not cause their respective Affiliates to, engage in any “directed selling efforts” within the meaning of Rule 902 under the Securities Act. (e) The Company and the Guarantors will, and will cause their respective Affiliates to, comply with and implement the “offering restrictions” required by Rule 902 under the Securities Act with respect to the sale of the First Lien Notes. (f) The Company and the Guarantors agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the First Lien Notes in a manner that would require the registration under the Securities Act of the sale to the Purchaser of the First Lien Notes. The Company and the Guarantors will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act) or U.S. resident (as defined in the Investment Company Act), of any Notes or any substantially similar security issued by the Company or the Guarantors, within six months subsequent to the date on which the distribution of the First Lien Notes has been completed (as notified to the Company by the Purchaser), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the First Lien Notes in the United States and to U.S. persons or U.S. residents contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (g) The Company and the Guarantors agree to comply with all agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the First Lien Notes by DTC for “book entry” transfer.

Agreements of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, agree with the Purchaser as follows: (a) The Company and the Guarantors will apply the net proceeds from the sale of the First Lien Purchased Notes to be sold by the Company hereunder substantially in accordance with the description set forth in the Disclosure Package under the caption “Unaudited Pro Forma Condensed Combined Financial Information”Package. (b) The Company, the Guarantors and their respective Affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably could be expected to cause or result in the stabilization or manipulation of the price of any security of the Company and the Guarantors in connection with the offering of the First Lien Notes. (c) The First Lien Notes will be eligible for clearance and settlement in the United States through DTC and in Europe through Euroclear Bank, S.A./N.V., or Clearstream Banking, société anonyme. (d) The Company and the Guarantors will not, and will not cause their respective Affiliates to, engage in any “directed selling efforts” within the meaning of Rule 902 under the Securities Act. (e) The Company and the Guarantors will, and will cause their respective Affiliates to, comply with and implement the “offering restrictions” required by Rule 902 under the Securities Act with respect to the sale of the First Lien Notes. (f) The Company and the Guarantors agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the First Lien Notes in a manner that would require the registration under the Securities Act of the sale to the Purchaser of the First Lien Notes. The Company and the Guarantors will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act) or U.S. resident (as defined in the Investment Company Act), of any Notes or any substantially similar security issued by the Company or the Guarantors, within six months subsequent to the date on which the distribution of the First Lien Notes has been completed (as notified to the Company by the Purchaser), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the First Lien Notes in the United States and to U.S. persons or U.S. residents contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (g) The Company and the Guarantors agree to comply with all agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the First Lien Notes by DTC for “book entry” transfer.

Agreements of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, agree with the Purchaser and the Funds as follows: (a) The Company and the Guarantors will apply the net proceeds from the sale of the First Lien Notes Securities to be sold by the Company hereunder substantially in accordance with the description thereof set forth in the Disclosure Package under the caption “Unaudited Pro Forma Condensed Combined Financial Information”Package. (b) The Company, the Guarantors and their respective Affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably could be expected to cause or result in the stabilization or manipulation of the price of any security of the Company and the Guarantors in connection with the offering of the First Lien NotesSecurities. (c) The First Lien Series B Notes will be eligible for clearance and settlement in the United States through DTC and in Europe through Euroclear Bank, S.A./N.V., or Clearstream Banking, société anonyme. (d) The Company and the Guarantors will not, and will not cause their respective Affiliates to, engage in any “directed selling efforts” within the meaning of Rule 902 under the Securities Act. (e) The Company and the Guarantors will, and will cause their respective Affiliates to, comply with and implement the “offering restrictions” required by Rule 902 under the Securities Act with respect to the sale of the First Lien Notes.Securities (f) The Company and the Guarantors agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the First Lien Notes Securities in a manner that would require the registration under the Securities Act of the sale to the Purchaser of the First Lien NotesSecurities. The Company and the Guarantors will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act) or U.S. resident (as defined in the Investment Company Act), of any Notes Securities or any substantially similar security issued by the Company or the Guarantors, within six months subsequent to the date on which the distribution of the First Lien Notes Securities has been completed (as notified to the Company by the Purchaser), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the First Lien Notes Securities in the United States and to U.S. persons or U.S. residents contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (g) The Company and the Guarantors agree to comply with all agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the First Lien Series B Notes by DTC for “book entry” transfer.

Agreements of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, agree with the Purchaser as follows: (a) The Company and the Guarantors will apply the net proceeds from the sale of the First Second Lien Notes to be sold by the Company hereunder substantially in accordance with the description set forth in the Disclosure Package under the caption “Unaudited Pro Forma Condensed Combined Financial Information”. (b) The Company, the Guarantors and their respective Affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably could be expected to cause or result in the stabilization or manipulation of the price of any security of the Company and the Guarantors in connection with the offering of the First Second Lien Notes. (c) The First Second Lien Notes will be eligible for clearance and settlement in the United States through DTC and in Europe through Euroclear Bank, S.A./N.V., or Clearstream Banking, société anonyme. (d) The Company and the Guarantors will not, and will not cause their respective Affiliates to, engage in any “directed selling efforts” within the meaning of Rule 902 under the Securities Act. (e) The Company and the Guarantors will, and will cause their respective Affiliates to, comply with and implement the “offering restrictions” required by Rule 902 under the Securities Act with respect to the sale of the First Second Lien Notes. (f) The Company and the Guarantors agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the First Second Lien Notes in a manner that would require the registration under the Securities Act of the sale to the Purchaser of the First Second Lien Notes. The Company and the Guarantors will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act) or U.S. resident (as defined in the Investment Company Act), of any Notes or any substantially similar security issued by the Company or the Guarantors, within six months subsequent to the date on which the distribution of the First Second Lien Notes has been completed (as notified to the Company by the Purchaser), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the First Second Lien Notes in the United States and to U.S. persons or U.S. residents contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (g) The Company and the Guarantors agree to comply with all agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the First Lien Notes by DTC for “book entry” transfer.

Agreements of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, agree with the Purchaser Purchasers as follows: (a) The Company and the Guarantors will apply the net proceeds from the sale of the First Lien Notes Securities to be sold by the Company hereunder substantially in accordance with the description thereof set forth in the Disclosure Package under the caption “Unaudited Pro Forma Condensed Combined Financial Information”Package. (b) The Company, the Guarantors and their respective Affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably could be expected to cause or result in the stabilization or manipulation of the price of any security of the Company and the Guarantors in connection with the offering of the First Lien NotesSecurities. (c) The First Lien Series B Notes will be eligible for clearance and settlement in the United States through DTC and in Europe through Euroclear Bank, S.A./N.V., or Clearstream Banking, société anonyme. (d) The Company and the Guarantors will not, and will not cause their respective Affiliates to, engage in any “directed selling efforts” within the meaning of Rule 902 under the Securities Act. (e) The Company and the Guarantors will, and will cause their respective Affiliates to, comply with and implement the “offering restrictions” required by Rule 902 under the Securities Act with respect to the sale of the First Lien Notes.Securities (f) The Company and the Guarantors agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the First Lien Notes Securities in a manner that would require the registration under the Securities Act of the sale to the Purchaser Purchasers of the First Lien NotesSecurities. The Company and the Guarantors will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act) or U.S. resident (as defined in the Investment Company Act), of any Notes Securities or any substantially similar security issued by the Company or the Guarantors, within six months subsequent to the date on which the distribution of the First Lien Notes Securities has been completed (as notified to the Company by the PurchaserPurchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the First Lien Notes Securities in the United States and to U.S. persons or U.S. residents contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act. (g) The Company and the Guarantors agree to comply with all agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the First Lien Series B Notes by DTC for “book entry” transfer.