Common use of DCP Distribution Clause in Contracts

DCP Distribution. The Company and the Participant hereby agree to consummate the DCP Distribution. In furtherance of the foregoing: (a) The Company hereby agrees to pay the amount of cash allocated on Exhibit A to the Participant, which amount shall be paid through the Company’s payroll, subject to any applicable tax payments or withholding. (b) The Company hereby agrees to issue to the Participant the Note pursuant to a Second Supplemental Indenture, by and among the Company, the guarantors party thereto, and the Trustee, in the form attached hereto as Exhibit B (the “Supplemental Indenture”), supplementing the Base Indenture, and to deliver the Note to the Participant in accordance with Section 1.3(b). The issuance of the Note to the Participant will be made without registration of the Note under the Securities Act, in reliance upon the exemption therefrom provided by Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under state securities or blue sky laws. The Participant acknowledges that the Company is relying upon the truth and accuracy of, and the Participant’s compliance with, his representations, warranties and covenants set forth herein in order to determine the availability of such exemptions and the eligibility of the Participant for the DCP Distribution. The Participant acknowledges that the Note may not be transferred, sold or otherwise disposed of (collectively, a “Transfer”) except in compliance with the restrictions set forth in the terms of the Note and the restrictions set forth herein, including Section 2.2(f) and Section 2.2(g). The Participant acknowledges and agrees that the Note will bear a customary legend (the “Securities Act Legend”) and restrictions on Transfer, as set forth in the form of Note attached as Exhibit C hereto. (c) The Participant acknowledges that the consummation of the DCP Distribution shall satisfy in full the 2015 Obligation to the Participant and shall affect a release by the Company and the Participant of all claims arising out of or related to the 2015 Obligation.

DCP Distribution. The Company and the Participant hereby agree to consummate the DCP Distribution. In furtherance of the foregoing: (a) The Company hereby agrees to pay the amount of cash allocated on Exhibit A to the Participant, which amount shall be paid through the Company’s payroll, subject to any applicable tax payments or withholdingby wire transfer of immediately available funds. (b) The Company hereby agrees to issue to the Participant the Note (which shall be in the principal amount set forth on Exhibit A) pursuant to a Second Third Supplemental Indenture, by and among the Company, the guarantors party thereto, and the Trustee, in the form attached hereto as Exhibit B (the “Supplemental Indenture”), supplementing the Base Indenture, and to deliver the Note to the Participant in accordance with Section 1.3(b). The issuance of the Note to the Participant will be made without registration of the Note under the Securities Act, in reliance upon the exemption therefrom provided by Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under state securities or blue sky laws. The Participant acknowledges that the Company is relying upon the truth and accuracy of, and the Participant’s compliance with, his representations, warranties and covenants set forth herein in order to determine the availability of such exemptions and the eligibility of the Participant for the DCP Distribution. The Participant acknowledges that the Note may not be transferred, sold or otherwise disposed of (collectively, a “Transfer”) except in compliance with the restrictions set forth in the terms of the Note and the restrictions set forth herein, including Section 2.2(f) and Section 2.2(g)Note. The Participant acknowledges and agrees that the Note will bear a customary legend (the “Securities Act Legend”) and restrictions on Transfer, as set forth in the form of Note attached as Exhibit C hereto. (c) The Participant acknowledges that the consummation of the DCP Distribution as provided herein shall satisfy in full the 2015 2016 Obligation to the Participant and shall affect a release by the Company and the Participant of all claims arising out of or related to the 2015 2016 Obligation.

DCP Distribution. The Company and the Participant hereby agree to consummate the DCP Distribution. In furtherance of the foregoing: (a) The Company hereby agrees to pay the amount of cash allocated on Exhibit A to the Participant, which amount shall be paid through the Company’s payroll, subject to any applicable tax payments or withholding. (b) The Company hereby agrees to issue to the Participant the Note (which shall be in the principal amount set forth on Exhibit A) pursuant to a Second Third Supplemental Indenture, by and among the Company, the guarantors party thereto, and the Trustee, in the form attached hereto as Exhibit B (the “Supplemental Indenture”), supplementing the Base Indenture, and to deliver the Note to the Participant in accordance with Section 1.3(b). The issuance of the Note to the Participant will be made without registration of the Note under the Securities Act, in reliance upon the exemption therefrom provided by Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under state securities or blue sky laws. The Participant acknowledges that the Company is relying upon the truth and accuracy of, and the Participant’s compliance with, his representations, warranties and covenants set forth herein in order to determine the availability of such exemptions and the eligibility of the Participant for the DCP Distribution. The Participant acknowledges that the Note may not be transferred, sold or otherwise disposed of (collectively, a “Transfer”) except in compliance with the restrictions set forth in the terms of the Note and the restrictions set forth herein, including Section 2.2(f) and Section 2.2(g)Note. The Participant acknowledges and agrees that the Note will bear a customary legend (the “Securities Act Legend”) and restrictions on Transfer, as set forth in the form of Note attached as Exhibit C hereto. (c) The Participant acknowledges that the consummation of the DCP Distribution as provided herein shall satisfy in full the 2015 2016 Obligation to the Participant and shall affect a release by the Company and the Participant of all claims arising out of or related to the 2015 2016 Obligation.

DCP Distribution. The Company and the Participant hereby agree to consummate the DCP Distribution. In furtherance of the foregoing: (a) The Company hereby agrees to pay the amount of cash allocated on Exhibit A to the Participant, which amount shall be paid through the Company’s payroll, subject to any applicable tax payments or withholdingby wire transfer of immediately available funds. (b) The Company hereby agrees to issue to the Participant the Note pursuant to a Second Supplemental Indenture, by and among the Company, the guarantors party thereto, and the Trustee, in the form attached hereto as Exhibit B (the “Supplemental Indenture”), supplementing the Base Indenture, and to deliver the Note to the Participant in accordance with Section 1.3(b). The issuance of the Note to the Participant will be made without registration of the Note under the Securities Act, in reliance upon the exemption therefrom provided by Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under state securities or blue sky laws. The Participant acknowledges that the Company is relying upon the truth and accuracy of, and the Participant’s compliance with, his representations, warranties and covenants set forth herein in order to determine the availability of such exemptions and the eligibility of the Participant for the DCP Distribution. The Participant acknowledges that the Note may not be transferred, sold or otherwise disposed of (collectively, a “Transfer”) except in compliance with the restrictions set forth in the terms of the Note and the restrictions set forth herein, including Section 2.2(f) and Section 2.2(g2.2(e). The Participant acknowledges and agrees that the Note will bear a customary legend (the “Securities Act Legend”) and restrictions on Transfer, as set forth in the form of Note attached as Exhibit C hereto. (c) The Participant acknowledges that the consummation of the DCP Distribution shall satisfy in full the 2015 Obligation to the Participant and shall affect a release by the Company and the Participant of all claims arising out of or related to the 2015 Obligation.