Common use of Permanent Securities Clause in Contracts

Permanent Securities. (a) The Borrower and each of the Guarantors shall do all things required in the reasonable opinion of the Arranger in connection with the sale of the Permanent Securities, including, but not limited to (i) no later than 30 days following the Closing Date, commencing the preparation of a Rule 144A offering memorandum or registration statement under the Securities Act with respect to the Permanent Securities, and other documentation (including an indenture and registration rights agreement), all as deemed necessary by the Arranger in its sole discretion, to effect the offering of Permanent Securities, (ii) no later than 90 days following the Closing Date, delivering to the Arranger such unaudited consolidated and pro forma financial information, projections as to future operations and such other financial information relating to the Borrower and Dawsxx xxx their respective businesses and any probable or recently completed acquisition as may be reasonably requested by the Arranger, (iii) no later than 150 days following the Closing Date, finalizing the Offering Documents in form and substance reasonably satisfactory to the Arranger, in its sole discretion, including, if applicable, filings of a registration statement under the Securities Act, (iv) no later than 150 days following the Closing Date, making appropriate Officers of the Borrower and its Subsidiaries (including, without limitation, Dawsxx) xxailable to the Arranger for meetings with rating agencies and prospective purchasers of the Permanent Securities and preparing and presenting to potential investors road show material in a manner consistent with other new issuances of high yield debt securities and (v) executing an underwriting or purchase agreement substantially in the form of the Arranger's standard underwriting or purchase agreement, as the case may be, modified as appropriate to reflect the terms of the transactions

Permanent Securities. Upon the request of WDR, the Company will issue Permanent Securities in such amount as will generate gross proceeds equal to up to $150,000,000, which shall be used to repay (ai) The Borrower all outstanding Bridge Notes, Rollover Bridge Notes and each Exchange Notes and all related fees and expenses and (ii) otherwise be applied as required under the Senior Secured Credit Agreement. Such securities shall have such form, term, guarantees, covenants, default and subordination provisions and other terms as are customary for securities of the Guarantors type issued and may be issued in one or more tranches, all as determined by WDR, in its sole discretion; provided, however, that the Permanent Securities will bear interest at a rate per annum not greater than 18% and shall be subject to the Maximum Cash Interest Rate. WDR will act as the exclusive lead underwriter, lead arranger or lead placement agent (as it shall determine in its sole discretion) and AAI will act as the exclusive co- underwriter, co-arranger or co-placement agent, in connection with such issuance of Permanent Securities pursuant to the provisions of the Engagement Letter. The Company will do all things reasonably required in the reasonable opinion of the Arranger WDR and AAI in connection with the sale of the Permanent Securities. In addition, including, but not limited WDR and AAI may require the Company to (i) no later than 30 days following the Closing Date, commencing the preparation of a Rule 144A offering memorandum or registration statement under the Securities Act with respect to the Permanent Securities, and other documentation (including an indenture and registration rights agreement), all as deemed necessary by the Arranger in its sole discretion, to effect the offering of Permanent Securities, (ii) no later than 90 days following the Closing Date, delivering to the Arranger such unaudited consolidated and pro forma financial information, projections as to future operations and such other financial information relating to the Borrower and Dawsxx xxx their respective businesses and any probable or recently completed acquisition as may be reasonably requested by the Arranger, (iii) no later than 150 days following the Closing Date, finalizing the Offering Documents in form and substance reasonably satisfactory to the Arranger, in its sole discretion, including, if applicable, filings of a registration statement under the Securities Act, (iv) no later than 150 days following the Closing Date, making appropriate Officers of the Borrower and its Subsidiaries (including, without limitation, Dawsxx) xxailable to the Arranger for meetings with rating agencies and prospective purchasers of the Permanent Securities and preparing and presenting to potential investors road show material in a manner consistent with other new issuances of high yield debt securities and (v) executing execute an underwriting or purchase agreement providing for the issuance of Permanent Securities contemplated by this Section 5.13 substantially in the form of the ArrangerWDR's standard underwriting or purchase agreement, as the case may be, modified as appropriate to reflect the terms of the transactionstransactions contemplate thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of legal opinions, comfort letters and officers' certificates, all in form and substance reasonably satisfactory to WDR and AAI, as well as such other terms and conditions as WDR and AAI reasonably consider appropriate in light of the then prevailing market conditions applicable to similar financings.

Permanent Securities. (a) The Newco and the Borrower and each of the Guarantors shall use their best efforts to do all things required in the reasonable opinion of the Arranger Investment Banks in connection with the sale of the Permanent Securities, including, but not limited to (i) no later than 30 three days following the Closing Date, commencing the preparation of a Rule 144A offering memorandum or registration statement under the Securities Act with respect to the Permanent Securities, and other documentation (including an indenture and registration rights agreementindenture), all as deemed reasonably necessary by the Arranger in its sole discretionInvestment Banks, to effect the offering of Permanent Securities, (ii) no later than 90 days following the Closing Date, delivering to the Arranger Investment Banks such unaudited consolidated and pro forma financial information, projections as to future operations and such other financial information relating to the Borrower Newco and Dawsxx xxx its Subsidiaries and their respective businesses and any probable or recently completed acquisition as may be reasonably requested by the ArrangerInvestment Banks, (iii) no later than 150 90 days following the Closing Date, finalizing the Offering Documents in form and substance reasonably satisfactory to the ArrangerInvestment Banks, in its sole discretionNewco, and the Borrower, including, if applicable, filings of a registration statement under the Securities Act, (iv) no later than 150 90 days following the Closing Date, making appropriate Officers of the Borrower Newco and its Subsidiaries (including, without limitation, Dawsxx) xxailable available to the Arranger Investment Banks for meetings with rating agencies and prospective purchasers of the Permanent Securities and preparing and presenting to potential investors road show material in a manner consistent with other new issuances of high yield debt securities and (v) executing an underwriting or purchase agreement substantially in the form of the Arranger's Xxxxxxx'x standard underwriting or purchase agreement, as the case may be, modified as appropriate to reflect the terms of the transactionstransactions contemplated thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of legal opinions, comfort letters, and Officer's Certificates, all in form and substance reasonably satisfactory to the Investment Banks and their counsel, as well as such other terms and conditions as the Investment Banks and their counsel may in their reasonable discretion consider appropriate in light of then prevailing market conditions applicable to similar financings or in light of any aspect of the transactions contemplated hereby that requires such other terms or conditions. The proceeds from the issuance of the Permanent Securities shall be used to prepay the Loans pursuant to Section 2.5.

Permanent Securities. (a) The Borrower and each of the Guarantors shall use their best efforts to do all things required in the reasonable opinion of the Arranger Investment Banks in connection with the sale of the Permanent Securities, including, but not limited to (i) no later than 30 days following the Closing Date, commencing the preparation of a Rule 144A offering memorandum or registration statement under the Securities Act with respect to the Permanent Securities, and other documentation (including an indenture and registration rights agreementindenture), all as deemed reasonably necessary by the Arranger in its sole discretionInvestment Banks and the Borrower, to effect the offering of Permanent Securities, (ii) no later than 90 days 45 Business Days following the Closing Date, delivering to the Arranger Investment Banks such unaudited consolidated and pro forma financial information, projections as to future operations and such other financial information relating to the Borrower and Dawsxx xxx its Subsidiaries and their respective businesses and any probable or recently completed acquisition as may be reasonably requested by the ArrangerInvestment Banks, (iii) no later than 150 days 45 Business Days following the Closing Date, finalizing the Offering Documents in form and substance reasonably satisfactory to the ArrangerInvestment Banks, in its sole discretionthe Borrower and the Guarantors, including, if applicable, filings of a registration statement under the Securities Act, (iv) no later than 150 days 45 Business Days following the Closing Date, making appropriate Officers of the Borrower and its Subsidiaries (including, without limitation, Dawsxx) xxailable available to the Arranger Investment Banks for meetings with rating agencies and prospective purchasers of the Permanent Securities and preparing and presenting to potential investors road show material in a manner consistent with other new issuances of high yield debt securities and (v) executing an underwriting or purchase agreement substantially in the form of the Arranger's NMS' standard underwriting or purchase agreement, as the case may be, modified as appropriate to reflect the terms of the transactionstransactions contemplated thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of legal opinions, comfort letters, and Officers' Certificates, all in form and substance reasonably satisfactory to the Investment Banks and their counsel, as well as such other terms and conditions as the Investment Banks and their counsel may in their reasonable discretion consider appropriate in light of

Permanent Securities. (a) The Borrower and each of the Guarantors Guarantor shall do all things required in the reasonable opinion of the Arranger in connection with the sale of the Permanent Securities, including, but not limited to (i) no later than 30 days immediately following the Closing Date, commencing the preparation of a Rule 144A offering memorandum or registration statement under the Securities Act with respect to the Permanent Securities, and other documentation (including an indenture and registration rights agreement), all as deemed necessary by the Arranger in its sole discretionArranger, to effect the offering of Permanent Securities, (ii) no later than 90 days as soon as practicable following the Closing Date, delivering to the Arranger such unaudited consolidated and pro forma financial information, projections as to future operations and such other financial information relating to the Borrower and Dawsxx xxx the Parent and their respective businesses and any probable or recently completed acquisition as may be reasonably requested by the Arranger, (iii) no later than 150 days as soon as practicable following the Closing Date, finalizing the Offering Documents in form and substance reasonably satisfactory to the Arranger, in its sole discretion, including, if applicable, filings of a registration statement under the Securities Act, (iv) no later than 150 days as soon as practicable following the Closing Date, making appropriate Officers of the Borrower Parent and its Subsidiaries (including, without limitation, Dawsxxthe Borrower) xxailable available to the Arranger for meetings with rating agencies and prospective purchasers of the Permanent Securities and preparing and presenting to potential investors road show material in a manner consistent with other new issuances of high yield debt securities and (v) executing an underwriting or purchase agreement substantially in the form of the Arranger's standard underwriting or purchase agreement, as the case may be, modified as appropriate to reflect the terms of the transactionstransactions contemplated thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of legal opinions, comfort levels, and Officers' Certificates, all in form and substance reasonably satisfactory to the Arranger and its counsel, as well as such other terms and conditions as the Arranger and its counsel may in their discretion consider appropriate in light of then prevailing market conditions applicable to similar financings or in light of any aspect of the transactions contemplated hereby that requires such other terms or conditions. The proceeds from the issuance of the Permanent Securities shall be used to prepay the Loans pursuant to SECTION 2.5. (b) Each of the Borrower and the Parent unconditionally agrees that as soon as practicable following the request (a "REQUEST") from the Arranger made at any time after the Closing Date, the Parent will, and the Borrower shall cause the Parent to, deliver, issue and/or sell Permanent Securities upon such terms and conditions as may be specified in such Request.