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

Agreements of the Issuers and the Guarantors. As of the date hereof, the Issuers, and as of the Consummation, the Guarantors, hereby agree with the Initial Purchaser as follows: (a) To advise the Initial Purchaser promptly and, if requested by the Initial Purchaser, confirm such advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Securities for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Section 5(e) hereof, or the initiation of any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose, and (ii) of the happening of any event during the period referred to in Section 5(c) below that makes any statement of a material fact made in the Preliminary Offering Memorandum or the Offering Memorandum untrue or that requires any additions to or changes in the Preliminary Offering Memorandum or the Offering Memorandum in order to make the statements therein not misleading. The Issuers and the Guarantors shall use their reasonable best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any of the Securities under any state securities or Blue Sky laws, and, if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption of any Securities under any state securities or Blue Sky laws, the Issuers and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; provided, however, that the Issuers and the Guarantors shall not be required in connection therewith to qualify as a foreign entity in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation, other than as to matters and transactions relating to the Preliminary Offering Memorandum, the Offering Memorandum or Exempt Resales, in any jurisdiction in which it is not now so subject. (b) To furnish the Initial Purchaser and those persons identified by the Initial Purchaser to the Issuers as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as the Initial Purchaser may reasonably request for the time period specified in Section 5(c). Subject to the Initial Purchaser's compliance with its representations and warranties and agreements set forth in Section 7 hereof, the Issuers and the Guarantors consent to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant hereto, by the Initial Purchaser in connection with Exempt Resales. (c) During such period as, in the opinion of counsel for the Initial Purchaser, an Offering Memorandum is required by law to be delivered in connection with Exempt Resales by the Initial Purchaser and in connection with market-making activities of the Initial Purchaser for so long as any Units are outstanding, (i) not to make any amendment or supplement to the Offering Memorandum of which the Initial Purchaser shall not previously have been advised or to which the Initial Purchaser shall reasonably object after being so advised and (ii) to prepare promptly, upon the Initial Purchaser's reasonable request, any amendment or supplement to the Offering Memorandum which may be necessary or advisable in connection with such Exempt Resales or such market-making activities. (d) If, during the period referred to in Section 5(c) above, any event shall occur or condition shall exist as a result of which, in the opinion of counsel to the Initial Purchaser, it becomes necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when such Offering Memorandum is delivered to an Eligible Purchaser, not misleading, or if, in the opinion of counsel to the Initial Purchaser, it is necessary to amend or supplement the Offering Memorandum to comply with any applicable law, forthwith to prepare an appropriate amendment or supplement to such Offering Memorandum so that the statements therein, as so amended or supplemented, will not, in the light of the circumstances when it is so delivered, be misleading, or so that such Offering Memorandum will comply with applicable law, and to furnish to the Initial Purchaser and such other persons as the Initial Purchaser may designate such number of copies thereof as the Initial Purchaser may reasonably request. (e) Prior to the sale of all Units pursuant to Exempt Resales as contemplated hereby, to cooperate with the Initial Purchaser and counsel to the Initial Purchaser in connection with the registration or qualification of the Units for offer and sale to the Initial Purchaser and pursuant to Exempt Resales under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may request and to continue such registration or qualification in effect so long as required for Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that neither of the Issuers nor any Guarantor shall be required in connection therewith to qualify as a foreign entity in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation, other than as to matters and transactions relating to the Preliminary Offering Memorandum, the Offering Memorandum or Exempt Resales, in any jurisdiction in which it is not now so subject. (f) So long as the Securities are outstanding and the Indenture so requires, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the Series

Agreements of the Issuers and the Guarantors. As of the date hereof, the Issuers, The Issuers and as of the Consummation, the Guarantors, hereby jointly and severally, covenant and agree with the Initial Purchaser Purchasers as follows: (a) To advise the Initial Purchaser Purchasers promptly and, if requested by the Initial PurchaserPurchasers, confirm such advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Securities Notes for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Section 5(e) hereofjurisdiction, or the initiation of any proceeding for such purpose by any state securities commission or any other federal or state regulatory authority for such purpose, and (ii) of the happening of any event during the period referred to in Section 5(c) below that makes any statement of a material fact made in the Preliminary Offering Memorandum or the Offering Memorandum untrue or that requires the addition of any additions to or changes material fact in the Preliminary Offering Memorandum or the Offering Memorandum necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading. The Issuers and the Guarantors shall use their reasonable best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any of the Securities Notes under any state securities or Blue Sky laws, laws and, if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption of any Securities Notes or Guarantees of Notes under any state securities or Blue Sky laws, the Issuers and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; provided, however, that the Issuers and the Guarantors shall not be required in connection therewith to qualify as a foreign entity in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation, other than as to matters and transactions relating to the Preliminary Offering Memorandum, the Offering Memorandum or Exempt Resales, in any jurisdiction in which it is not now so subject. (b) To furnish the Initial Purchaser Purchasers and those persons identified by the Initial Purchaser Purchasers to the Issuers Issuers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as the Initial Purchaser Purchasers may reasonably request for the time period specified in Section 5(c)request. Subject to the Initial Purchaser's compliance with its representations and warranties and agreements set forth in Section 7 hereof, the The Issuers and the Guarantors consent to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant hereto, by the Initial Purchaser Purchasers in connection with Exempt Resales. (c) During such period as, in Not to amend or supplement the opinion of counsel for the Initial Purchaser, an Preliminary Offering Memorandum is required by law to be delivered in connection with Exempt Resales by the Initial Purchaser and in connection with market-making activities of the Initial Purchaser for so long as any Units are outstanding, (i) not to make any amendment or supplement to the Offering Memorandum of which prior to the Closing Date unless the Initial Purchaser Purchasers shall not previously have been advised or to which the Initial Purchaser thereof and shall reasonably object not have objected thereto in writing within a reasonable time after being so advised furnished a copy thereof. The Issuers and (ii) to prepare promptlythe Guarantors shall promptly prepare, upon the Initial Purchaser's reasonable Purchasers' request, any amendment or supplement to the Preliminary Offering Memorandum which or the Offering Memorandum that may be necessary or advisable in connection with such Exempt Resales or such market-making activitiesResales. (d) If, during after the period referred date hereof and prior to in Section 5(c) aboveconsummation of any Exempt Resale, any event shall occur or condition shall exist as a result of which, in the judgment of the Issuers and the Guarantors or in the reasonable opinion of counsel to for the Issuers and the Guarantors or counsel for the Initial PurchaserPurchasers, it becomes necessary or advisable to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum in order to make the statements therein, in the light of the circumstances when such Offering Memorandum is delivered to an Eligible PurchaserPurchaser which is a prospective purchaser, not misleading, or if, in the opinion of counsel to the Initial Purchaser, if it is necessary or advisable to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any applicable law, (i) to notify the Initial Purchasers and (ii) forthwith to prepare an appropriate amendment or supplement to such Preliminary Offering Memorandum or Offering Memorandum so that the statements therein, therein as so amended or supplemented, supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that such Preliminary Offering Memorandum or Offering Memorandum will comply with applicable law, and to furnish to the Initial Purchaser and such other persons as the Initial Purchaser may designate such number of copies thereof as the Initial Purchaser may reasonably request. (e) Prior to the sale of all Units pursuant to Exempt Resales as contemplated hereby, to To cooperate with the Initial Purchaser Purchasers and counsel to for the Initial Purchaser Purchasers in connection with the qualification or registration or qualification of the Units for offer and sale to the Initial Purchaser and pursuant to Exempt Resales Series A Notes under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser Purchasers may reasonably request and to continue such registration or qualification in effect so long as required for the Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualificationResales; provided, however, that neither none of the Issuers nor any Guarantor or the Guarantors shall be required in connection therewith to register or qualify as a foreign entity in any jurisdiction in which corporation where it is not now so qualified or to take any action that would subject it to general consent to taxation or service of process process. (f) Whether or taxationnot the transactions contemplated by this Agreement are consummated or this Agreement becomes effective or is terminated, to pay all costs, expenses, fees and taxes incident to the performance of the obligations of the Issuers and the Guarantors hereunder, including in connection with: (i) the preparation, printing, filing and distribution of the Preliminary Offering Memorandum and the Offering Memorandum (including, without limitation, financial statements) and all amendments and supplements thereto required pursuant hereto, (ii) the preparation (including, without limitation, duplication costs) and delivery of all agreements, correspondence and all other than documents prepared and delivered in connection herewith and with the Exempt Resales, (iii) the issuance, transfer and delivery of the Series A Notes and the Guarantees to the Initial Purchasers, (iv) the qualification or registration of the Notes and the Guarantees for offer and sale under the securities or Blue Sky laws of the several states (including, without limitation, the cost of printing and mailing a preliminary and final Blue Sky Memorandum and the reasonable fees and disbursements of counsel for the Initial Purchasers relating thereto, which fees and disbursements shall in no event exceed $7,000 in the aggregate), (v) furnishing such copies of the Preliminary Offering Memorandum and the Offering Memorandum, and all amendments and supplements thereto, as may be requested for use in connection with Exempt Resales, (vi) the preparation of certificates for the Notes and the Guarantees (including, without limitation, printing and engraving thereof), (vii) the fees, disbursements and expenses of the Issuers' and the Guarantors' counsel and accountants, (viii) all fees and expenses (including fees and expenses of counsel) of the Issuers in connection with the approval of the Notes by DTC for "book-entry" transfer, (ix) rating the Notes by rating agencies, (x) the reasonable fees and expenses of the Trustee and its counsel, (xi) the performance by the Issuers and the Guarantors of their other obligations under this Agreement and the other Operative Documents and (xii) "roadshow" travel and other expenses incurred by the Issuers in connection with the marketing and sale of the Notes; provided that the Issuers and the Guarantors shall pay one-half of all the costs, expenses, fees and taxes related to matters "roadshow" travel in a private airplane. Notwithstanding the foregoing, except in the case of clause (iv), the Issuers and transactions the Guarantors shall not be obligated to pay costs, expenses, fees and taxes of the Initial Purchasers and their counsel. (g) To use the proceeds from the sale of the Series A Notes in the manner described in the Offering Memorandum under the caption "Use of Proceeds." (h) Not to voluntarily claim, and to resist actively any attempts to claim, the benefit of any usury laws against the holders of any Notes. (i) To do and perform in all material respects all things required to be done and performed under this Agreement by them prior to or after the Closing Date and to satisfy in all material respects all conditions precedent on their part to the delivery of the Series A Notes and the Guarantees. (j) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Act) that would be integrated with the sale of the Series A Notes in a manner that would require the registration under the Act of the sale to the Initial Purchasers or the Eligible Purchasers of the Series A Notes or to take any other action that would result in the Exempt Resales not being exempt from registration under the Act. (k) For so long as any of the Notes remain outstanding and during any period in which the Issuers and the Guarantors are not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to make available to any holder or beneficial owner of Series A Notes in connection with any sale thereof and any prospective purchaser of such Notes from such holder or beneficial owner, upon request of such holder, the information required by Rule 144A(d)(4) under the Act. (l) To use their best efforts to cause the Exchange Offer to be made in the appropriate form to permit registered Series B Notes to be offered in exchange for the Series A Notes and to comply with all applicable federal and state securities laws in connection with the Exchange Offer. (m) To comply in all material respects with all of their agreements set forth in the Registration Rights Agreement and all agreements set forth in the representation letters of the Issuers to DTC relating to the approval of the Notes by DTC for "book-entry" transfer. (n) To effect the inclusion of the Notes in PORTAL and to obtain approval of the Series A Notes by DTC for "book-entry" transfer. (o) During a period of five years following the Closing Date, to deliver without charge to the Initial Purchasers, as they may reasonably request, promptly upon their becoming available, copies of (i) all reports or other publicly available information that such Issuer shall mail or otherwise make available to its securityholders generally and (ii) all reports, financial statements and proxy or information statements filed by such Issuer with the Commission or any national securities exchange and such other publicly available information concerning such Issuer or any of its subsidiaries, including without limitation, press releases. (p) Prior to the Closing Date, to furnish to the Initial Purchasers, as soon as they have been prepared in the ordinary course by any of the Issuers and the Guarantors, copies of any unaudited quarterly interim financial statements for any period subsequent to the periods covered by the financial statements appearing in the Offering Memorandum. (q) Not to take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of either of the Issuers or any of the Guarantors to facilitate the sale or resale of the Notes. Except as permitted by the Act, none of the Issuers or the Guarantors will distribute any (i) preliminary offering memorandum, including, without limitation, the Preliminary Offering Memorandum, (ii) offering memorandum, including, without limitation, the Offering Memorandum Memorandum, or Exempt Resales, (iii) other offering material in any jurisdiction in which it is not now so subjectconnection with the offering and sale of the Notes. (fr) So long At such time that the Company makes a distribution to its members pursuant to clause (ix) under the caption "Description of Notes--Certain Covenants--Restricted Payments" contained in the Offering Memorandum, the Company shall deliver an officers' certificate to the Trustee, in form and substance satisfactory to the Trustee, as to the Securities are outstanding solvency of the Company following such distribution. (s) To use their best efforts to do and perform all things required or necessary to be done and performed under this Agreement prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Series A Notes and the Indenture so requires, (i) to mail and make generally available as soon as practicable after the end of each fiscal year to the record holders of the SeriesGuarantees.

Agreements of the Issuers and the Guarantors. As of the date hereof, the Issuers, and as of the ConsummationCompany, the Guarantors, Guarantors and Viking hereby agree with the Initial Purchaser as follows: (a) To advise the Initial Purchaser promptly and, if requested by the Initial Purchaser, confirm such advice in writing, (i) of the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Securities for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Section 5(e) hereof, or the initiation of any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose, purpose and (ii) of the happening of any event during the period referred to in Section 5(c) below that makes any statement of a material fact made in the Preliminary Offering Memorandum or the Offering Memorandum untrue or that requires any additions to or changes in the Preliminary Offering Memorandum or the Offering Memorandum in order to make the statements therein not misleading. The Issuers and the Guarantors shall use their reasonable best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any of the Securities under any state securities or Blue Sky laws, laws and, if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption of any Securities under any state securities or Blue Sky laws, the Issuers and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; providedPROVIDED, howeverHOWEVER, that neither the Issuers and nor the any of the Guarantors shall not be required in connection therewith to qualify as a foreign entity corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation, other than as to matters and transactions relating to the Preliminary Offering Memorandum, the Offering Memorandum or Exempt Resales, in any jurisdiction in which it is not now so subject. (b) To furnish the Initial Purchaser and those persons identified by the Initial Purchaser to the Issuers as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as the Initial Purchaser may reasonably request for the time period specified in Section 5(c). Subject to the Initial Purchaser's compliance with its representations and warranties and agreements set forth in Section 7 8 hereof, each of the Issuers and Issuers, the Guarantors consent and Viking consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant hereto, by the Initial Purchaser in connection with Exempt Resales. (c) During such period as, as in the opinion of counsel for the Initial Purchaser, an Offering Memorandum is required by law to be delivered in connection with Exempt Resales by the Initial Purchaser and in connection with market-making activities of the Initial Purchaser for so long as any Units Series A Notes or Warrants are outstanding, (i) not to make any amendment or supplement to the Offering Memorandum of which the Initial Purchaser shall not previously have been advised or to which the Initial Purchaser shall reasonably object after being so advised and (ii) to prepare promptly, promptly upon the Initial Purchaser's reasonable request, any amendment or supplement to the Offering Memorandum which may be necessary or advisable in connection with such Exempt Resales or such market-making activities. (d) If, during the period referred to in Section 5(c) above, any event shall occur or condition shall exist as a result of which, in the opinion of counsel to the Initial Purchaser, it becomes necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when such Offering Memorandum is delivered to an Eligible Purchaser, not misleading, or if, in the opinion of counsel to the Initial Purchaser, it is necessary to amend or supplement the Offering Memorandum to comply with any applicable law, forthwith to prepare an appropriate amendment or supplement to such Offering Memorandum so that the statements therein, as so amended or supplemented, will not, in the light of the circumstances when it is so delivered, be misleading, or so that such Offering Memorandum will comply with applicable law, and to furnish to the Initial Purchaser and such other persons as the Initial Purchaser may designate such number of copies thereof as the Initial Purchaser may reasonably request. (e) Prior to the sale of all Units pursuant to Exempt Resales as contemplated hereby, to cooperate with the Initial Purchaser and counsel to the Initial Purchaser in connection with the registration or qualification of the Units for offer and sale to the Initial Purchaser and pursuant to Exempt Resales under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may request and to continue such registration or qualification in effect so long as required for Exempt Resales and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; providedPROVIDED, howeverHOWEVER, that neither none of the Issuers nor any Guarantor Issuers, the Guarantors or Viking shall be required in connection therewith to qualify as a foreign entity corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation, taxation other than as to matters and transactions relating to the Preliminary Offering Memorandum, the Offering Memorandum or Exempt Resales, in any jurisdiction in which it is not now so subject. (f) So long as the Securities Notes or Warrants are outstanding and the Indenture so requiresoutstanding, (i) to mail or, with the affirmative consent of any record holder of any of the Notes or Warrants to whom such transmittal is sent, to transmit via email or, with such party's affirmative consent, otherwise make electronically available, and to make generally available as soon as practicable after the end of each fiscal year to the record holders of the SeriesNotes or Warrants, as applicable, a financial report of the Company and its subsidiaries on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders' equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Company's independent public accountants, and (ii) to mail or, with the affirmative consent of any record holder of any of the Notes or Warrants to whom such transmittal is sent, to transmit via email or, with such party's affirmative consent, otherwise make electronically available, and to and make generally available as soon as practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (g) So long as the Notes or Warrants are outstanding, to furnish to the Initial Purchaser as soon as available copies of all reports or other communications furnished by the Issuers or the Guarantors to their respective security holders or furnished to or filed with the Commission or any national securities exchange on which any class of securities of either of the Issuers or any of the Guarantors is listed and such other publicly available information concerning the Issuers and/or their subsidiaries as the Initial Purchaser may reasonably request. (h) So long as any of the Series A Notes or the Warrants remain outstanding and during any period in which the Company or any of the Guarantors is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to make available to any holder thereof in connection with any sale thereof and any prospective purchaser thereof from such holder, the information ("RULE 144A INFORMATION") required by Rule 144A(d)(4) under the Act. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the obligations of the Issuers and the Guarantors under this Agreement, including: (i) the fees, disbursements and expenses of counsel to the Issuers and the Guarantors and accountants of the Issuers and the Guarantors in connection with the sale and delivery of the Units to the Initial Purchaser and pursuant to Exempt Resales, and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Preliminary Offering Memorandum, the Offering Memorandum and all amendments and supplements to any of the foregoing (including financial statements), including the mailing and delivering of copies thereof to the Initial Purchaser and persons designated by it in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Units to the Initial Purchaser and pursuant to Exempt Resales, including any transfer or other taxes payable thereon, (iii) all costs of printing or producing this Agreement, the other Operative Documents and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Units, (iv) all expenses in connection with the registration or qualification of the Units for offer and sale under the securities or Blue Sky laws of the several states and all costs of printing or producing any preliminary and supplemental Blue Sky memoranda in connection therewith (including the filing fees and reasonable fees and disbursements of counsel for the Initial Purchaser in connection with such registration or qualification and memoranda relating thereto), (v) the cost of printing certificates representing the Series A Notes and the Warrants, (vi) all expenses and listing fees in connection with the application for quotation of the Series A Notes, the Warrants and the Units in the National Association of Securities Dealers, Ic. ("NASD") Automated Quotation System - PORTAL ("PORTAL"), (vii) the fees and expenses of the Trustee and the Trustee's counsel in connection with the Indenture, the Notes and the Subsidiary Guarantees,