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

Further Agreements of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, agree with the Initial Purchasers: (a) To advise you promptly and, if requested by you, to confirm such advice in writing, of the issuance by the Commission or any state securities commission of any stop order suspending the qualification or exemption from qualification of the Notes and the Guarantees for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose by the Commission or any state securities commission or other regulatory authority. The Company shall use all reasonable efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws and, if at any time any state securities commission shall issue any stop order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws, the Company shall use all reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you without charge as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as you may reasonably request. The Company and the Guarantors consent to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (c) Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in (d) below, other than by filing documents under the Exchange Act that are incorporated by reference therein, unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three days after being furnished a copy of such amendment or supplement; provided, however, that prior to the completion of the distribution of the Notes by the Initial Purchasers (as determined by the Initial Purchasers), the Company will not file any document under the Exchange Act that is incorporated by reference in the Offering Memorandum unless, prior to such proposed filing, the Company has furnished the Initial Purchasers with a copy of such document for their review and the Initial Purchasers have not reasonably objected to the filing of such document within a reasonable time. The Company shall promptly prepare, upon any reasonable request by you, any amendment or supplement to the Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. The Company shall promptly advise you when any document filed under the Exchange Act that is incorporated by reference in the Offering Memorandum shall have been filed with the Commission. (d) If, at any time prior to the completion of the distribution of the Notes pursuant to Exempt Resales after the date of this Agreement and prior to the consummation of the Registered Exchange Offer, any event shall occur or information becomes known that, in the judgment of the Company or in the reasonable opinion of counsel to you (which opinion may be expressed orally), makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in the light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Company will promptly notify you of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that, at the time that the Offering Memorandum, is delivered to prospective Eligible Purchasers, (i) the statements in the Offering Memorandum, as amended or supplemented, in the light of the circumstances under which they were made, will not be misleading and (ii) the Offering Memorandum will comply with applicable law. (e) Promptly from time to time to take such action as you may reasonably request to qualify the Notes and the Guarantees for offering and sale under the state securities or Blue Sky laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Guarantees (provided, however, that the Company and the Guarantors shall not be obligated to qualify to do business in any jurisdiction in which they are not now so qualified or to take any action that would subject them to service of process in any jurisdiction in which they are not now so subject or subject to taxation, other than suits arising out of the offering or sale of the Notes and the Guarantees). (f) To use all best efforts to do and perform all things required or necessary to be done and performed under this Agreement by them prior to or after the Closing Date and to satisfy all conditions precedent to the Initial Purchasers’ obligations hereunder to purchase the Notes and the Guarantees. (g) Except as contemplated in the Registration Rights Agreement, 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 Notes and the Guarantees in a manner that would require the registration under the Securities Act of the sale to you or the Eligible Purchasers of the Notes and the Guarantees. (h) During the period of two years after the Closing Date, not to, and to not permit any of their affiliates to, resell any of the Notes that constitute “restricted securities” under Rule 144 under the Securities Act that have been acquired by any of them. (i) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Notes and the Guarantees. (j) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any directed selling efforts within the meaning of Rule 902(b) of Regulation S with respect to the Notes, and to, and require its affiliates or any person acting on its or their behalf to, comply with the offering restrictions requirements of Regulation S in connection with the offering of the Notes and the Guarantees outside of the United States. (k) Not to, and to not permit any of their respective subsidiaries or affiliates to take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Notes and the Guarantees to facilitate the sale or resale of the Notes and the Guarantees. (l) For so long as any Notes remain outstanding and during any period in which the Company or the Guarantors are not subject to Section 13 or 15(d) of the Exchange Act, to make available to any registered holder or beneficial owner of the Notes in connection with any sale thereof pursuant to Rule 144A and any prospective purchaser of the Notes from such registered holder or beneficial owner the information required by Rule 144A(d)(4) under the Securities Act. (m) To use all commercially reasonable efforts to cause the Notes to be eligible for trading in The PORTALSM Market (“PORTAL”), a subsidiary of The Nasdaq Stock Market, Inc., and to permit the Notes to be eligible for clearance and settlement through DTC. (n) To apply the net proceeds from the sale of the Notes substantially as set forth in the Offering Memorandum under the section entitled “Use of Proceeds.” (o) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary of the Company shall become an “investment company” or a company “controlled” by an “investment company,” within the meaning of such terms under the Investment Company Act. (p) For a period of 180 days from the date of the Offering Memorandum, not to, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition in the future of), any debt securities of the Company, the Guarantors or any of their respective subsidiaries in a public or private offering for cash having a maturity of more than one year from the date of issue of such securities, except (i) for the Exchange Notes and the Exchange Note Guarantees in connection with the Exchange Offer, (ii) for promissory notes issued to lenders pursuant to the Credit Agreement (as defined in the Offering Memorandum under the caption “Description of the Notes”) as amended, extended or modified, or replaced with another bank credit facility, (iii) obligations of a Receivables Subsidiary (as defined in the Offering Memorandum under the caption “Description of the Notes”) under a Qualified Receivables Transaction (as defined in the Offering Memorandum under the caption “Description of the Notes”), (iv) promissory notes issued to lenders under bank credit facilities entered into outside the United States in an aggregate principal amount not to exceed $300.0 million (whether U.S. dollar denominated or not) or (v) with the prior consent of Xxxxxx Brothers, which consent shall not be unreasonably withheld. For the avoidance of doubt, reimbursement obligations in respect of letters of credit shall not be deemed to constitute debt securities. (q) For a period of five years following the Closing Date, at any time that the Company is not subject to Section 13 or 15(d) of the Exchange Act, to furnish or make available to you annual copies of all materials furnished by the Company to its stockholders and holders of Notes and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Company’s common stock or the Notes may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder.

Further Agreements of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, agree with the Initial Purchasers: (a) To advise you promptly and, if requested by you, to confirm such advice in writing, of the issuance by the Commission or any state securities commission of any stop order suspending the qualification or exemption from qualification of the Notes and the Guarantees for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose by the Commission or any state securities commission or other regulatory authority. The Company shall use all reasonable efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws and, if at any time any state securities commission shall issue any stop order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws, the Company shall use all reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you without charge charge, as many copies of each document comprising a part of the Preliminary Offering Memorandum and the Offering Memorandum, Pricing Disclosure Package and any amendments or supplements thereto, thereto and the Final Offering Memorandum as you may reasonably request. The Company and the Guarantors consent consents to the use of the Preliminary Offering Memorandum Pricing Disclosure Package and the Final Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (c) Not to amend or supplement the Pricing Disclosure Package or the Final Offering Memorandum prior to the Closing Date or during the period referred to in (d) below, other than by filing documents under the Exchange Act that are incorporated by reference therein, unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three days after being furnished a copy of such amendment or supplement; provided, however, that prior to the completion of the distribution of the Notes by the Initial Purchasers (as determined by the Initial Purchasers, but in any event through the Closing Date), the Company will not file any document under the Exchange Act that is incorporated by reference in the Pricing Disclosure Package or the Final Offering Memorandum unless, prior to such proposed filing, the Company has furnished the Initial Purchasers with a copy of such document for their review and the Initial Purchasers have not reasonably objected to the filing of such document within a reasonable timedocument. The Company shall promptly prepare, upon any reasonable request by you, any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. The Company shall promptly advise you when any document filed under the Exchange Act that is incorporated by reference in the Pricing Disclosure Package or the Final Offering Memorandum shall have been filed with the Commission. (d) If, If at any time following the issuance of any document included in the Pricing Disclosure Package or the Final Offering Memorandum and prior to the completion of the distribution of the Notes pursuant by the Initial Purchasers (as determined by the Initial Purchasers, but in event through the Closing Date), there occurs an event or development as a result of which such documents included or would include any untrue statement of a material fact or omitted or would omit to state any material fact necessary to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, or if it should be necessary to amend or supplement the Pricing Disclosure Package or the Final Offering Memorandum to comply with applicable law, the Company promptly will (i) notify the Initial Purchasers of any such event; (ii) subject to the requirements of paragraph (c) of this Section 5, prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any supplemented or amended Pricing Disclosure Package or Final Offering Memorandum to the Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as you may reasonably request. Clause (i) of the first section of this paragraph (d) does not apply to statements in or omission from any document in the Pricing Disclosure Package or the Final Offering Memorandum in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers specifically for use therein, which information consists solely of the information contained in Section 8(e). (e) If, in connection with any Exempt Resales or market making transactions after the date of this Agreement and prior to the consummation of the Registered Exchange Offer, any event shall occur or information becomes known that, in the judgment of the Company or in your judgment or the reasonable opinion judgment of counsel to you (which opinion may be expressed orally)you, makes any statement of a material fact in the Pricing Disclosure Package and the Final Offering Memorandum untrue or that requires the making of any additions to or changes in the Pricing Disclosure Package and the Final Offering Memorandum in order to make the statements in the Pricing Disclosure Package and the Final Offering Memorandum, in the light of the circumstances at the time that the Pricing Disclosure Package and the Final Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Pricing Disclosure Package and the Final Offering Memorandum to comply with applicable law, the Company will promptly notify you of such event and prepare an appropriate amendment or supplement to the Pricing Disclosure Package and the Final Offering Memorandum so that, at the time that the Pricing Disclosure Package and the Final Offering Memorandum, Memorandum is delivered to prospective Eligible Purchasers, (i) the statements in the Pricing Disclosure Package and the Final Offering Memorandum, Memorandum as amended or supplemented, in the light of the circumstances under which they were made, will not be misleading and (ii) the Pricing Disclosure Package and the Final Offering Memorandum will comply with applicable law. (ef) Promptly from time to time to take such action as you may reasonably request to qualify the Notes and the Guarantees for offering and sale under the state securities or Blue Sky laws of such jurisdictions as you may reasonably request (provided, however, that the Company and the Guarantors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not now so qualified or to take any action that would subject them to general consent to service of process in any jurisdiction in which it is not now so subject) and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Guarantees (provided, however, that the Company and the Guarantors shall not be obligated to qualify to do business in any jurisdiction in which they are not now so qualified or to take any action that would subject them to service of process in any jurisdiction in which they are not now so subject or subject to taxation, other than suits arising out of the offering or sale of the Notes and the Guarantees). (fg) To use all best efforts to do and perform all things required or necessary to be done and performed under this Agreement by them prior to or after the Closing Date and to satisfy all conditions precedent on its part to the Initial Purchasers’ obligations hereunder to purchase delivery of the Notes and the Guarantees. (gh) Except as contemplated in the Registration Rights Agreement, 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 Notes and the Guarantees in a manner that would require the registration under the Securities Act of the sale to you or the Eligible Purchasers of the Notes and the Guarantees. (hi) During the period of two years after the Closing Date, not to, and to not permit any of their affiliates to, resell any of the Notes that constitute “restricted securities” under Rule 144 under the Securities Act that have been acquired by any of them. (ij) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Notes and the Guarantees. (jk) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any directed selling efforts within the meaning of Rule 902(b) of Regulation S with respect to the Notes, and to, and require its affiliates or any person acting on its or their behalf to, comply with the offering restrictions requirements of Regulation S in connection with the offering of the Notes and the Guarantees outside of the United States. (kl) Not to, and to not permit any of their respective subsidiaries or affiliates to take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Notes and the Guarantees to facilitate the sale or resale of the Notes and the Guarantees. (lm) For so long as any Notes remain outstanding and during any period in which the Company or the Guarantors are not subject to Section 13 or 15(d) of the Exchange Act, to make available to any registered holder or beneficial owner of the Notes in connection with any sale thereof pursuant to Rule 144A and any prospective purchaser of the Notes from such registered holder or beneficial owner owner, the information required by Rule 144A(d)(4) under the Securities Act. (mn) To use all commercially reasonable its best efforts to cause the Notes to be eligible for trading in The PORTALSM PORTAL® Market (“PORTAL”), a subsidiary of The Nasdaq Stock Market, Inc., and to permit the Notes to be eligible for clearance and settlement through DTC. (no) To apply the net proceeds from the sale of the Notes substantially as set forth in the Pricing Disclosure Package and the Final Offering Memorandum under the section entitled “Use of Proceeds.” (op) To take such steps as shall be necessary to ensure that neither none of the Company nor any subsidiary of the Company shall become an “investment company” or a company “controlled” by an “investment company,” within the meaning of such terms term under the Investment Company ActAct and the rules and regulations of the Commission thereunder. (pq) For Except for borrowings under the New Credit Facility, for a period of 180 days from the date of the Final Offering Memorandum, not to, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition in the future of), any debt securities of the Company, the Guarantors Company or any of their respective its subsidiaries in a public or private offering for cash having a maturity of more than one year from the date of issue of such securities, except (i) for the Exchange Notes and the Exchange Note Guarantees in connection with the Exchange Offer, Offer or (ii) for promissory notes issued to lenders pursuant to the Credit Agreement (as defined in the Offering Memorandum under the caption “Description of the Notes”) as amended, extended or modified, or replaced with another bank credit facility, (iii) obligations of a Receivables Subsidiary (as defined in the Offering Memorandum under the caption “Description of the Notes”) under a Qualified Receivables Transaction (as defined in the Offering Memorandum under the caption “Description of the Notes”), (iv) promissory notes issued to lenders under bank credit facilities entered into outside the United States in an aggregate principal amount not to exceed $300.0 million (whether U.S. dollar denominated or not) or (v) with the prior consent of Xxxxxx Brothersthe Initial Purchasers, which consent shall not be unreasonably withheld. For the avoidance of doubt, reimbursement obligations in respect of letters of credit shall not be deemed to constitute debt securities. (qr) For a period of five years following the Closing Date, at so long as any time that the Company is not subject to Section 13 or 15(d) of the Exchange ActNotes remain outstanding, to furnish or make available to you annual copies of all materials furnished by the Company to its stockholders shareholders and holders of Notes and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Company’s common stock or the Notes may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder. (s) The New Credit Facility shall be executed in substantially the same forms on the Closing Date as the forms provided to the Initial Purchasers in accordance with Section 7(l) of this Agreement. (t) Before using, authorizing, approving or referring to any Free Writing Communication (other than written communications that are listed in Schedule II hereto and the Final Offering Memorandum), the Company will furnish to the Initial Purchasers and counsel for the Initial Purchasers a copy of such written communication for review and will not use, authorize, approve or refer to any such written communication to which the Initial Purchasers reasonably object.

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, agree with the Initial PurchasersGuarantors agrees: (a) To advise you promptly and, if requested by you, to confirm such advice in writing, of (i) the issuance by the Commission or any state securities commission of any stop order suspending the qualification or exemption from qualification of the any Series A Notes and the Guarantees for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose by the Commission or any state securities commission or other regulatory authority, and (ii) the happening of any event that makes any statement of a material fact made in the Preliminary Offering Memorandum or the Offering Memorandum untrue or which requires the making of any additions to or changes in the Preliminary Offering Memorandum or the Offering Memorandum in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and each Guarantor shall use all reasonable its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Series A Notes and the Guarantees under any state securities or Blue Sky laws and, if at any time any state securities commission shall issue any stop order suspending the qualification or exemption of the Series A Notes and the Guarantees under any state securities or Blue Sky laws, the Company and each Guarantor shall use all every reasonable efforts effort to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you you, without charge charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as you may reasonably request. The Company and the Guarantors consent each Guarantor consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (c) Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in (d) below, other than by filing documents under the Exchange Act that are incorporated by reference therein, below unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three five days after being furnished a copy of such amendment or supplement; provided, however, that prior to the completion of the distribution of the Notes by the Initial Purchasers (as determined by the Initial Purchasers), the Company will not file any document under the Exchange Act that is incorporated by reference in the Offering Memorandum unless, prior to such proposed filing, the Company has furnished the Initial Purchasers with a copy of such document for their review and the Initial Purchasers have not reasonably objected to the filing of such document within a reasonable time. The Company shall reasonably promptly prepare, upon any reasonable request by you, any amendment or supplement to the Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. The Company shall promptly advise you when any document filed under the Exchange Act that is incorporated by reference in the Offering Memorandum shall have been filed with the Commission. (d) If, at in connection with any time prior to the completion of the distribution of the Notes pursuant to Exempt Resales or market making transactions after the date of this Agreement and prior to the consummation of the Registered Exchange Offer, any event shall occur or information becomes known that, in the judgment of the Company or in the reasonable opinion judgment of counsel to you (which opinion may be expressed orally)your counsel, makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in the light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with all applicable lawlaws, the Company will shall promptly notify you of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that, at the time that the Offering Memorandum, is delivered to prospective Eligible Purchasers, (i) the such statements in the Offering Memorandum, as amended or supplemented, in the light of the circumstances under which they were made, omissions will not be misleading corrected and (ii) the Offering Memorandum will comply with applicable law. (e) Promptly from time to time to take such action as To cooperate with you may reasonably request to qualify and your counsel in connection with the qualification of the Series A Notes and the Guarantees for offering offer and sale by you and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Guarantees (provided, however, that the Company and the Guarantors shall not be obligated to qualify to do business as a foreign corporation in any jurisdiction in which they are it is not now so qualified or to take any action that would subject them it to general consent to service of process in any jurisdiction in which they are it is not now so subject or subject to taxation, other than suits arising out subject). The Company shall continue such qualification in effect so long as required by law for distribution of the offering or sale of the Series A Notes and the Guarantees)shall file such consents to service of process or other documents as may be necessary in order to effect such qualification. (f) To the extent it lawfully may do so, not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of the Series A Notes. (g) Prior to the Closing Date, to furnish to you, as soon as they have been prepared, a copy of any internal consolidated financial statements of the Company for any period subsequent to the period covered by the financial statements appearing in the Offering Memorandum. (h) To use all its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by them it prior to or after the Closing Date and to satisfy all conditions precedent to the Initial Purchasers’ obligations hereunder to purchase the Notes and the Guaranteesset forth in Section 7 hereof. (gi) Except as contemplated in the Registration Rights Agreement, not 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 Series A Notes and the Guarantees in a manner that would require the registration under the Securities Act of the sale to you or the Eligible Purchasers of the Notes and the Guarantees. (h) During the period of two years after the Closing Date, not to, and to not permit any of their affiliates to, resell any of the Notes that constitute “restricted securities” under Rule 144 under the Securities Act that have been acquired by any of them. (i) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Notes and the GuaranteesSeries A Notes. (j) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any directed selling efforts within the meaning of Rule 902(b) of Regulation S with respect to the Notes, and to, and require its affiliates or any person acting on its or their behalf to, comply with the offering restrictions requirements of Regulation S in connection with the offering of the Notes and the Guarantees outside of the United States. (k) Not to, and to not permit any of their respective subsidiaries or affiliates to take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Notes and the Guarantees to facilitate the sale or resale of the Notes and the Guarantees. (l) For so long as any of the Notes remain outstanding and are Restricted Securities within the meaning of Rule 144(a)(3) under the Act and during any period in which the Company or the Guarantors are is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any registered holder or beneficial owner of the Series A Notes in connection with any sale thereof pursuant to Rule 144A and any prospective purchaser of the such Series A Notes from such registered holder or beneficial owner owner, the information required by Rule 144A(d)(4) under the Securities Act. (mk) To comply with its agreements in the Registration Rights Agreement, and all agreements set forth in the representation letters of the Company to DTC relating to the approval of the Notes by DTC for "book-entry" transfer. (l) To use all commercially its reasonable best efforts to cause effect the inclusion of the Notes to be eligible for trading in The PORTALSM the National Association of Securities Dealers, Inc. Automated Quotation System - Private Offerings, Resales and Trading through Automated Linkages Market (“"PORTAL”"), a subsidiary of The Nasdaq Stock Market, Inc., and to permit the Notes to be eligible for clearance and settlement through DTC. (nm) To apply the net proceeds from the sale of the Series A Notes substantially being sold by the Company as set forth in the Offering Memorandum under the section entitled “caption "Use of Proceeds.”" (on) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary of the Company shall not become an “"investment company” or a company “controlled” by an “investment company,” " within the meaning of such terms term under the Investment Company Act. (p) For a period Act of 180 days from the date of the Offering Memorandum, not to, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition in the future of), any debt securities of the Company, the Guarantors or any of their respective subsidiaries in a public or private offering for cash having a maturity of more than one year from the date of issue of such securities, except (i) for the Exchange Notes 1940 and the Exchange Note Guarantees in connection with the Exchange Offer, (ii) for promissory notes issued to lenders pursuant to the Credit Agreement (as defined in the Offering Memorandum under the caption “Description of the Notes”) as amended, extended or modified, or replaced with another bank credit facility, (iii) obligations of a Receivables Subsidiary (as defined in the Offering Memorandum under the caption “Description of the Notes”) under a Qualified Receivables Transaction (as defined in the Offering Memorandum under the caption “Description of the Notes”), (iv) promissory notes issued to lenders under bank credit facilities entered into outside the United States in an aggregate principal amount not to exceed $300.0 million (whether U.S. dollar denominated or not) or (v) with the prior consent of Xxxxxx Brothers, which consent shall not be unreasonably withheld. For the avoidance of doubt, reimbursement obligations in respect of letters of credit shall not be deemed to constitute debt securities. (q) For a period of five years following the Closing Date, at any time that the Company is not subject to Section 13 or 15(d) of the Exchange Act, to furnish or make available to you annual copies of all materials furnished by the Company to its stockholders rules and holders of Notes and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Company’s common stock or the Notes may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation regulations of the Commission thereunder.

Further Agreements of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, agree with the Initial Purchasers: (a) As promptly as practicable following the Applicable Time, to prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall consist of the Preliminary Offering Memorandum as modified only by the information contained in the Issuer Free Writing Communication. (b) To advise you promptly and, if requested by you, to confirm such advice in writing, of the issuance by the Commission or any state securities commission of any stop order suspending the qualification or exemption from qualification of the Notes and the Guarantees for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose by the Commission or any state securities commission or other regulatory authority. The Company shall use all reasonable efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws and, if at any time any state securities commission shall issue any stop order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws, the Company shall use all reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (bc) To furnish to you without charge charge, as many copies of each document comprising a part of the Preliminary Offering Memorandum and the Offering Memorandum, Pricing Disclosure Package and any amendments or supplements thereto, thereto and the Final Offering Memorandum as you may reasonably request. The Company and the Guarantors consent consents to the use of the Preliminary Offering Memorandum Pricing Disclosure Package and the Final Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (cd) Not to amend or supplement the Pricing Disclosure Package or the Final Offering Memorandum prior to the Closing Date or during the period referred to in (d) below, other than by filing documents under the Exchange Act that are incorporated by reference therein, unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three days after being furnished a copy of such amendment or supplement; provided, however, that prior to the completion of the distribution of the Notes by the Initial Purchasers (as determined by the Initial Purchasers, but in any event through the Closing Date), the Company will not file any document under the Exchange Act that is incorporated by reference in the Pricing Disclosure Package or the Final Offering Memorandum unless, prior to such proposed filing, the Company has furnished the Initial Purchasers with a copy of such document for their review and the Initial Purchasers have not reasonably objected to the filing of such document within a reasonable timedocument. The Company shall promptly prepare, upon any reasonable request by you, any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. The Company shall promptly advise you when any document filed under the Exchange Act that is incorporated by reference in the Pricing Disclosure Package or the Final Offering Memorandum shall have been filed with the Commission. (de) If, If at any time following the issuance of any document included in the Pricing Disclosure Package or the Final Offering Memorandum and prior to the completion of the distribution of the Notes pursuant by the Initial Purchasers (as determined by the Initial Purchasers, but in event through the Closing Date), there occurs an event or development as a result of which such documents included or would include any untrue statement of a material fact or omitted or would omit to state any material fact necessary to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, or if it should be necessary to amend or supplement the Pricing Disclosure Package or the Final Offering Memorandum to comply with applicable law, the Company promptly will (i) notify the Initial Purchasers of any such event; (ii) subject to the requirements of paragraph (c) of this Section 5, prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any supplemented or amended Pricing Disclosure Package or Final Offering Memorandum to the Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as you may reasonably request. Clause (i) of the first section of this paragraph (d) does not apply to statements in or omission from any document in the Pricing Disclosure Package or the Final Offering Memorandum in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers specifically for use therein, which information consists solely of the information contained in Section 8(e). (f) If, in connection with any Exempt Resales or market making transactions after the date of this Agreement and prior to the consummation of the Registered Exchange Offer, any event shall occur or information becomes known that, in the judgment of the Company or in your judgment or the reasonable opinion judgment of counsel to you (which opinion may be expressed orally)you, makes any statement of a material fact in the Pricing Disclosure Package and the Final Offering Memorandum untrue or that requires the making of any additions to or changes in the Pricing Disclosure Package and the Final Offering Memorandum in order to make the statements in the Pricing Disclosure Package and the Final Offering Memorandum, in the light of the circumstances at the time that the Pricing Disclosure Package and the Final Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Pricing Disclosure Package and the Final Offering Memorandum to comply with applicable law, the Company will promptly notify you of such event and prepare an appropriate amendment or supplement to the Pricing Disclosure Package and the Final Offering Memorandum so that, at the time that the Pricing Disclosure Package and the Final Offering Memorandum, Memorandum is delivered to prospective Eligible Purchasers, (i) the statements in the Pricing Disclosure Package and the Final Offering Memorandum, Memorandum as amended or supplemented, in the light of the circumstances under which they were made, will not be misleading and (ii) the Pricing Disclosure Package and the Final Offering Memorandum will comply with applicable law. (eg) Promptly from time to time to take such action as you may reasonably request to qualify the Notes and the Guarantees for offering and sale under the state securities or Blue Sky laws of such jurisdictions as you may reasonably request (provided, however, that the Company and the Guarantors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not now so qualified or to take any action that would subject them to general consent to service of process in any jurisdiction in which it is not now so subject) and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Guarantees (provided, however, that the Company and the Guarantors shall not be obligated to qualify to do business in any jurisdiction in which they are not now so qualified or to take any action that would subject them to service of process in any jurisdiction in which they are not now so subject or subject to taxation, other than suits arising out of the offering or sale of the Notes and the Guarantees). (fh) To use all best efforts to do and perform all things required or necessary to be done and performed under this Agreement by them prior to or after the Closing Date and to satisfy all conditions precedent on its part to the Initial Purchasers’ obligations hereunder to purchase delivery of the Notes and the Guarantees. (gi) Except as contemplated in the Registration Rights Agreement, 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 Notes and the Guarantees in a manner that would require the registration under the Securities Act of the sale to you or the Eligible Purchasers of the Notes and the Guarantees. (hj) During the period of two years one year after the Closing Date, not to, and to not permit any of their affiliates to, resell any of the Notes that constitute “restricted securities” under Rule 144 under the Securities Act that have been acquired by any of them. (ik) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Notes and the Guarantees. (jl) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any directed selling efforts within the meaning of Rule 902(b) of Regulation S with respect to the Notes, and to, and require its affiliates or any person acting on its or their behalf to, comply with the offering restrictions requirements of Regulation S in connection with the offering of the Notes and the Guarantees outside of the United States. (km) Not to, and to not permit any of their respective subsidiaries or affiliates to take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Notes and the Guarantees to facilitate the sale or resale of the Notes and the Guarantees. (ln) For so long as any Notes remain outstanding and during any period in which the Company or the Guarantors are not subject to Section 13 or 15(d) of the Exchange Act, to make available to any registered holder or beneficial owner of the Notes in connection with any sale thereof pursuant to Rule 144A and any prospective purchaser of the Notes from such registered holder or beneficial owner owner, the information required by Rule 144A(d)(4144A(c)(1) under the Securities Act. (m) To use all commercially reasonable efforts to cause the Notes to be eligible for trading in The PORTALSM Market (“PORTAL”), a subsidiary of The Nasdaq Stock Market, Inc., and to permit the Notes to be eligible for clearance and settlement through DTC. (no) To apply the net proceeds from the sale of the Notes substantially as set forth in the Pricing Disclosure Package and the Final Offering Memorandum under the section entitled “Use of Proceeds.” (op) To take such steps as shall be necessary to ensure that neither none of the Company nor any subsidiary of the Company shall become an “investment company” or a company “controlled” by an “investment company,” within the meaning of such terms term under the Investment Company ActAct and the rules and regulations of the Commission thereunder. (pq) For a period of 180 days from the date of the Final Offering Memorandum, not to, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition in the future of), any debt securities of the Company, the Guarantors Company or any of their respective its subsidiaries in a public or private offering for cash having a maturity of more than one year from the date of issue of such securities, except (i) for the Exchange Notes and the Exchange Note Guarantees in connection with the Exchange Offer, Offer or (ii) for promissory notes issued to lenders pursuant to the Credit Agreement (as defined in the Offering Memorandum under the caption “Description of the Notes”) as amended, extended or modified, or replaced with another bank credit facility, (iii) obligations of a Receivables Subsidiary (as defined in the Offering Memorandum under the caption “Description of the Notes”) under a Qualified Receivables Transaction (as defined in the Offering Memorandum under the caption “Description of the Notes”), (iv) promissory notes issued to lenders under bank credit facilities entered into outside the United States in an aggregate principal amount not to exceed $300.0 million (whether U.S. dollar denominated or not) or (v) with the prior consent of Xxxxxx Brothersthe Representatives, which consent shall not be unreasonably withheld. For the avoidance of doubt, reimbursement obligations in respect of letters of credit shall not be deemed to constitute debt securities. (qr) For a period of five years following the Closing Date, at so long as any time that the Company is not subject to Section 13 or 15(d) of the Exchange ActNotes remain outstanding, to furnish or make available to you annual copies of all materials furnished by the Company to its stockholders shareholders and holders of Notes and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Company’s common stock or the Notes may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; provided that the Company will be deemed to have furnished such materials, reports or financial statements to you if the Company has filed such reports with the Commission via the XXXXX filing system and such materials, reports or financial statements are publicly available. (s) Before using, authorizing, approving or referring to any Free Writing Communication (other than written communications that are listed in Schedule II hereto and the Final Offering Memorandum), the Company will furnish to the Initial Purchasers and counsel for the Initial Purchasers a copy of such written communication for review and will not use, authorize, approve or refer to any such written communication to which the Initial Purchasers reasonably object.

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, agree with the Initial PurchasersGuarantors agrees: (a) a. To advise you promptly and, if requested by you, to confirm such advice in writing, of (i) the issuance by the Commission or any state securities commission of any stop order suspending the qualification or exemption from qualification of the each tranche of any Series A Notes and the Guarantees for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose by the Commission or any state securities commission or other regulatory authority, and (ii) the happening of any event that makes any statement of a material fact made in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and each Guarantor shall use all its reasonable efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of each tranche of the Series A Notes and the Guarantees under any state securities or Blue Sky laws and, if at any time any state securities commission shall issue any stop order suspending the qualification or exemption of each tranche of the Series A Notes and the Guarantees under any state securities or Blue Sky laws, the Company and each Guarantor shall use all reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) b. To furnish to you you, without charge charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as you may reasonably request. The Company and the Guarantors consent each Guarantor consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (c) c. Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in (d) below, other than by filing documents under the Exchange Act that are incorporated by reference therein, unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three five days after being furnished a copy of such amendment or supplement; provided, however, that prior to the completion of the distribution of the Notes by the Initial Purchasers (as determined by the Initial Purchasers), the Company will not file any document under the Exchange Act that is incorporated by reference in the Offering Memorandum unless, prior to such proposed filing, the Company has furnished the Initial Purchasers with a copy of such document for their review and the Initial Purchasers have not reasonably objected to the filing of such document within a reasonable time. The Company shall reasonably promptly prepare, upon any reasonable request by you, any amendment or supplement to the Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. The Company shall promptly advise you when any document filed under the Exchange Act that is incorporated by reference in the Offering Memorandum shall have been filed with the Commission. (d) If, at in connection with any time prior to the completion of the distribution of the Notes pursuant to Exempt Resales or market-making transactions after the date of this Agreement and prior to the consummation of the Registered Exchange Offer, any event shall occur or information becomes known that, in the judgment of the Company or in the reasonable opinion judgment of counsel to you (which opinion may be expressed orally)you, makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in the light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply in all material respects with any applicable lawlaws, the Company will shall promptly notify you of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that, at the time that the Offering Memorandum, is delivered to prospective Eligible Purchasers, (i) the statements in the Offering Memorandum, Memorandum as amended or supplementedsupplemented will, in the light of the circumstances under which they were madeat the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, will not be misleading and (ii) the Offering Memorandum will comply in all material respects with applicable law. (e) Promptly from time to time to take such action as d. To cooperate with you may reasonably request to qualify and your counsel in connection with the qualification of each tranche of the Series A Notes and the Guarantees for offering offer and sale by you and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Guarantees (providedPROVIDED, howeverHOWEVER, that the Company and the Guarantors shall not be obligated to qualify to do business as a foreign corporation in any jurisdiction in which they are it is not now so qualified or to take any action that would subject them it to general consent to service of process in any jurisdiction in which they are it is not now so subject or subject itself to taxationtaxation in excess of a nominal amount in any such jurisdiction where it is not then so subject). Subject to the provisions in the first sentence of this Section 5(d), other than suits arising out the Company shall continue such qualification in effect so long as required by law for distribution of each tranche of the offering or sale Series A Notes. e. Prior to the Closing Date, to furnish to you, as soon as they have been prepared, any internal combined financial statements of the Notes and Company that have been prepared by the Guarantees)Company for any period subsequent to the period covered by the financial statements appearing in the Offering Memorandum. (f) f. To use all best its reasonable efforts to do and perform all things required or necessary to be done and performed under this Agreement by them it prior to or after the Closing Date and to satisfy all conditions precedent on its part to the Initial Purchasers’ obligations hereunder to purchase delivery of each tranche of the Notes and the GuaranteesSeries A Notes. (g) Except as contemplated in the Registration Rights Agreement, not g. 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 either tranche of the Series A Notes and the Guarantees in a manner that would require the registration under the Securities Act of the sale to you or the Eligible Purchasers of the Notes and the Guaranteeseither tranche of Series A Notes. (h) During the period of two years after the Closing Date, not to, and to not permit any of their affiliates to, resell any of the Notes that constitute “restricted securities” under Rule 144 under the Securities Act that have been acquired by any of them. (i) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Notes and the Guarantees. (j) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any directed selling efforts within the meaning of Rule 902(b) of Regulation S with respect to the Notes, and to, and require its affiliates or any person acting on its or their behalf to, comply with the offering restrictions requirements of Regulation S in connection with the offering of the Notes and the Guarantees outside of the United States. (k) Not to, and to not permit any of their respective subsidiaries or affiliates to take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Notes and the Guarantees to facilitate the sale or resale of the Notes and the Guarantees. (l) For so long as any Notes remain outstanding and during any period in which the Company or the Guarantors are not subject to Section 13 or 15(d) of the Exchange Act, to make available to any registered holder or beneficial owner of the Notes in connection with any sale thereof pursuant to Rule 144A and any prospective purchaser of the Notes from such registered holder or beneficial owner the information required by Rule 144A(d)(4) under the Securities Act. (m) To use all commercially reasonable efforts to cause the Notes to be eligible for trading in The PORTALSM Market (“PORTAL”), a subsidiary of The Nasdaq Stock Market, Inc., and to permit the Notes to be eligible for clearance and settlement through DTC. (n) To apply the net proceeds from the sale of the Notes substantially as set forth in the Offering Memorandum under the section entitled “Use of Proceeds.” (o) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary of the Company shall become an “investment company” or a company “controlled” by an “investment company,” within the meaning of such terms under the Investment Company Act. (p) h. For a period of 180 90 days from the date of the Offering Memorandum, not to, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition in the future of), any debt securities of the Company, the Guarantors or any of their respective subsidiaries Company in a public or private offering for cash having a maturity of more than one year from the date of issue of such securities, except (i) for each tranche of the Exchange Series B Notes and the Exchange Note Guarantees in connection with the Exchange Offer, Offer or (ii) for promissory notes issued to lenders pursuant to the Credit Agreement (as defined in the Offering Memorandum under the caption “Description of the Notes”) as amended, extended or modified, or replaced with another bank credit facility, (iii) obligations of a Receivables Subsidiary (as defined in the Offering Memorandum under the caption “Description of the Notes”) under a Qualified Receivables Transaction (as defined in the Offering Memorandum under the caption “Description of the Notes”), (iv) promissory notes issued to lenders under bank credit facilities entered into outside the United States in an aggregate principal amount not to exceed $300.0 million (whether U.S. dollar denominated or not) or (v) with the prior consent of Xxxxxx Brotherseach of the Initial Purchasers, which consent shall not be unreasonably withheld. For the avoidance of doubt, reimbursement obligations in respect of letters of credit shall not be deemed to constitute debt securities. (q) For a i. During any period of five years following the Closing Date, at any time that the Company is not subject to Section 13 or Section 15(d) of the Exchange Act, for the period that is two years after the Closing Date or for so long as necessary to furnish comply with Rule 144A in connection with resales by registered holders or beneficial owners of each tranche of Series A Notes, whichever is longer, to make available to you annual copies such registered holder or beneficial owner of each tranche of Series A Notes in connection with any sale thereof and any prospective purchaser of each tranche of such Series A Notes from such registered holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act (or any successor provision thereto). j. To comply with its agreements in the Registration Rights Agreements, and all materials furnished agreements set forth in the representation letters of the Company to DTC relating to the approval of each tranche of the Notes by DTC for "book-entry" transfer. k. To use its reasonable efforts to effect the inclusion of each tranche of the Notes in the National Association of Securities Dealers, Inc. Automated Quotation System - PORTAL ("PORTAL"). l. To apply the net proceeds from the sale of each tranche of the Series A Notes being sold by the Company as set forth in the Offering Memorandum under the caption "Use of Proceeds." m. During the period that is two years after the Closing Date, to its stockholders and holders of Notes and all reports and financial statements furnished by take such steps as shall be necessary to ensure that the Company to does not become an "investment company" within the principal national securities exchange upon which meaning of such term under the Company’s common stock or Investment Company Act of 1940 and the Notes may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation rules and regulations of the Commission thereunder.

Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, agree with the Initial PurchasersGuarantors agrees: (a) To advise you promptly and, if requested by you, to confirm such advice in writing, of (i) the issuance by the Commission or any state securities commission of any stop order suspending the qualification or exemption from qualification of the any Notes and the Guarantees for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose by the Commission or any state securities commission or other regulatory authority, and (ii) the happening of any event that makes any statement of a material fact made in the Preliminary Offering Memorandum or the Offering Memorandum untrue or which requires the making of any additions to or changes in the Preliminary Offering Memorandum or the Offering Memorandum in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and each Guarantor shall use all reasonable its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws and, if at any time any state securities commission shall issue any stop order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws, the Company and each Guarantor shall use all every reasonable efforts effort to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you you, without charge charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as you may reasonably request. The Company and the Guarantors consent each Guarantor consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (c) Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in (d) below, other than by filing documents under the Exchange Act that are incorporated by reference therein, below unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three five days after being furnished a copy of such amendment or supplement; provided, however, that prior to the completion of the distribution of the Notes by the Initial Purchasers (as determined by the Initial Purchasers), the Company will not file any document under the Exchange Act that is incorporated by reference in the Offering Memorandum unless, prior to such proposed filing, the Company has furnished the Initial Purchasers with a copy of such document for their review and the Initial Purchasers have not reasonably objected to the filing of such document within a reasonable time. The Company shall reasonably promptly prepare, upon any reasonable request by you, any amendment or supplement to the Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. The Company shall promptly advise you when any document filed under the Exchange Act that is incorporated by reference in the Offering Memorandum shall have been filed with the Commission. (d) If, at in connection with any time prior to the completion of the distribution of the Notes pursuant to Exempt Resales or market making transactions after the date of this Agreement and prior to the consummation of the Registered Exchange Offer, any event shall occur or information becomes known that, in the judgment of the Company or in the reasonable opinion judgment of counsel to you (which opinion may be expressed orally)your counsel, makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in the light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with all applicable lawlaws, the Company will shall promptly notify you of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that, at the time that the Offering Memorandum, is delivered to prospective Eligible Purchasers, (i) the such statements in the Offering Memorandum, as amended or supplemented, in the light of the circumstances under which they were made, omissions will not be misleading corrected and (ii) the Offering Memorandum will comply with applicable law. (e) Promptly from time to time to take such action as To cooperate with you may reasonably request to qualify and your counsel in connection with the qualification of the Notes and the Guarantees for offering offer and sale by you and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Guarantees (provided, however, that the Company and the Guarantors shall not be obligated to qualify to do business as a foreign corporation in any jurisdiction in which they are it is not now so qualified or to take any action that would subject them it to general consent to service of process in any jurisdiction in which they are it is not now so subject or subject to taxation, other than suits arising out of the offering or sale subject). The Company shall continue such qualification in effect so long as required by law for distribution of the Notes and the Guarantees)shall file such consents to service of process or other documents as may be necessary in order to effect such qualification. (f) To the extent it lawfully may do so, not to voluntarily claim, and to actively resist any attempts to claim, the benefit of any usury laws against the holders of the Notes. (g) Prior to the Closing Date, to furnish to you, as soon as they have been prepared, a copy of any internal consolidated financial statements of the Company for any period subsequent to the period covered by the financial statements appearing in the Offering Memorandum. (h) To use all its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by them it prior to or after the Closing Date and to satisfy all conditions precedent to the Initial Purchasers’ obligations hereunder to purchase the Notes and the Guaranteesset forth in Section 7 hereof. (gi) Except as contemplated in the Registration Rights Agreement, not 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 Notes and the Guarantees in a manner that would require the registration under the Securities Act of the sale to you or the Eligible Purchasers of the Notes and the Guarantees. (h) During the period of two years after the Closing Date, not to, and to not permit any of their affiliates to, resell any of the Notes that constitute “restricted securities” under Rule 144 under the Securities Act that have been acquired by any of them. (i) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Notes and the GuaranteesNotes. (j) Not to, and to not permit any of its affiliates or any person acting on its or their behalf to, engage in any directed selling efforts within the meaning of Rule 902(b) of Regulation S with respect to the Notes, and to, and require its affiliates or any person acting on its or their behalf to, comply with the offering restrictions requirements of Regulation S in connection with the offering of the Notes and the Guarantees outside of the United States. (k) Not to, and to not permit any of their respective subsidiaries or affiliates to take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Notes and the Guarantees to facilitate the sale or resale of the Notes and the Guarantees. (l) For so long as any of the Notes remain outstanding and are Restricted Securities within the meaning of Rule 144(a)(3) under the Act and during any period in which the Company or the Guarantors are is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any registered holder or beneficial owner of the Notes in connection with any sale thereof pursuant to Rule 144A and any prospective purchaser of the such Notes from such registered holder or beneficial owner owner, the information required by Rule 144A(d)(4) under the Securities Act. (mk) To comply with its agreements in the Registration Rights Agreement, and all agreements set forth in the representation letters of the Company to DTC relating to the approval of the Notes by DTC for "book-entry" transfer. (l) To use all commercially its reasonable best efforts to cause effect the inclusion of the Notes to be eligible for trading in The PORTALSM the National Association of Securities Dealers, Inc. Automated Quotation System - Private Offerings, Resales and Trading through Automated Linkages Market (“"PORTAL”"), a subsidiary of The Nasdaq Stock Market, Inc., and to permit the Notes to be eligible for clearance and settlement through DTC. (nm) To apply the net proceeds from the sale of the Notes substantially being sold by the Company as set forth in the Offering Memorandum under the section entitled “caption "Use of Proceeds.”" (on) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary of the Company shall not become an “"investment company” or a company “controlled” by an “investment company,” " within the meaning of such terms term under the Investment Company Act. (p) For a period Act of 180 days from the date of the Offering Memorandum, not to, directly or indirectly, sell, offer to sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition in the future of), any debt securities of the Company, the Guarantors or any of their respective subsidiaries in a public or private offering for cash having a maturity of more than one year from the date of issue of such securities, except (i) for the Exchange Notes 1940 and the Exchange Note Guarantees in connection with the Exchange Offer, (ii) for promissory notes issued to lenders pursuant to the Credit Agreement (as defined in the Offering Memorandum under the caption “Description of the Notes”) as amended, extended or modified, or replaced with another bank credit facility, (iii) obligations of a Receivables Subsidiary (as defined in the Offering Memorandum under the caption “Description of the Notes”) under a Qualified Receivables Transaction (as defined in the Offering Memorandum under the caption “Description of the Notes”), (iv) promissory notes issued to lenders under bank credit facilities entered into outside the United States in an aggregate principal amount not to exceed $300.0 million (whether U.S. dollar denominated or not) or (v) with the prior consent of Xxxxxx Brothers, which consent shall not be unreasonably withheld. For the avoidance of doubt, reimbursement obligations in respect of letters of credit shall not be deemed to constitute debt securities. (q) For a period of five years following the Closing Date, at any time that the Company is not subject to Section 13 or 15(d) of the Exchange Act, to furnish or make available to you annual copies of all materials furnished by the Company to its stockholders rules and holders of Notes and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Company’s common stock or the Notes may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation regulations of the Commission thereunder.