Common use of Procedures and Management Cooperation in Private Offerings Clause in Contracts

Procedures and Management Cooperation in Private Offerings. The Company agrees that, at the request of the Purchasers, the Company will use commercially reasonable efforts to cause the Notes to (i) be registered in book-entry form in the name of Cede & Co., as nominee of DTC pursuant to a customary form DTC Agreement, and (ii) be eligible for the National Association of Securities Dealers, Inc. PORTAL market. At the request of the Purchasers, management of Holdco will in connection with a transfer of the Notes, use commercially reasonable efforts to cooperate with the Holders in any effort by the Holders to sell the Notes, including meeting with potential purchasers and providing due diligence information to potential purchasers; provided that (1) such efforts shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries; (2) the Company and its Subsidiaries shall not be required to provide any assistance at any time a Shelf Registration Statement (as defined in the Registration Rights Agreement) is effective and not suspended; (3) the Company and its Subsidiaries shall not be required to provide any assistance at any time any event or development which would permit them to suspend a Shelf Registration Statement has occurred; (4) the Company and its Subsidiaries shall not be obligated to provide assistance more often than once in each 12 month period or more than three times during the term of the Notes; (5) the Company and its Subsidiaries shall not be required to incur any expense or cost other than those associated with attending meetings in its offices and producing diligence materials at such location; (6) so long as Holdco or the Company is subject to or complying with the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, any private placement memorandum provided by the Company and Subsidiaries shall not be more extensive than that customarily provided by such reporting companies in a private placement; (7) other than as required by Law or as the Company may otherwise agree, the Company and its Subsidiaries shall have no indemnity obligations to the Purchasers or potential purchasers; and (8) each potential purchaser shall agree to be bound to confidentiality arrangements similar to those set for in Section 10.14 of this Agreement.

Procedures and Management Cooperation in Private Offerings. The Company agrees that, at the request of the Purchasers, the Company will use commercially commerically reasonable efforts to cause the Notes to (i) be registered in book-entry form in the name of Cede & Co., as nominee of DTC pursuant to a customary form DTC Agreement, and (ii) be eligible for the National Association of Securities Dealers, Inc. PORTAL market. At the request of the Purchasers, management of Holdco will in connection with a transfer of the Notes, use commercially reasonable efforts to cooperate with the Holders in any effort by the Holders to sell the Notes, including meeting with potential purchasers and providing due diligence information to potential purchasers; provided that (1) such efforts shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries; (2) the Company and its Subsidiaries shall not be required to provide any assistance at any time a Shelf Registration Statement (as defined in the Registration Rights Agreement) is effective and not suspended; (3) the Company and its Subsidiaries shall not be required to provide any assistance at any time any event or development which would permit them to suspend a Shelf Registration Statement has occurred; (4) the Company and its Subsidiaries shall not be obligated to provide assistance more often than once in each 12 month period or more than three times during the term of the Notes; (5) the Company and its Subsidiaries shall not be required to incur any expense or cost other than those associated with attending meetings in its offices and producing diligence materials at such location; (6) so long as Holdco or the Company is subject to or complying with the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, any private placement memorandum provided by the Company and Subsidiaries shall not be more extensive than that customarily provided by such reporting companies in a private placement; (7) other than as required by Law or as the Company may otherwise agree, the Company and its Subsidiaries shall have no indemnity obligations to the Purchasers or potential purchasers; and (8) each potential purchaser shall agree to be bound to confidentiality arrangements similar to those set for in Section 10.14 of this Agreement.

Procedures and Management Cooperation in Private Offerings. (a) The Company agrees and the Subsequent Purchasers agree that, at the request of the PurchasersRequired Holders, the Company will cooperate with the Required Holders and use commercially reasonable efforts to cause the Notes Notes, if then eligible for the following treatment, to (i) be registered in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) and settle through the book-entry system of the DTC pursuant to a customary form DTC Agreement, and (ii) be eligible for the National Association of Securities Dealers, Inc. PORTAL market. At the request of the Purchasers, management of Holdco will in connection with a transfer of the Notes, use commercially reasonable efforts to cooperate with the Holders in any effort . (b) If requested by the Holders to sell the NotesRequired Holders, including meeting with potential purchasers and providing due diligence information to potential purchasers; provided that (1) such efforts shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries; (2) the Company and its Subsidiaries will assist the Subsequent Purchasers in completing any sale process undertaken in connection with the private resale of the Notes or any portion thereof (including any such re-sales of the Notes pursuant to any Private Offering), to any number of prospective Holders, subject to Section 10.14 hereof, by (i) providing direct contact between senior management and advisors and prospective purchasers; (ii) responding to inquiries of, and providing answers to, prospective purchasers; (iii) providing assistance in completion of the prospective purchasers’ due diligence review; and (iv) hosting one or more meetings of prospective purchasers; provided that such assistance shall not be required to provide any assistance at any time a Shelf Registration Statement (as defined in the Registration Rights Agreement) is effective and not suspended; (3) the Company and its Subsidiaries shall not be required to provide any assistance at any time any event or development which would permit them to suspend a Shelf Registration Statement has occurred; (4) the Company and its Subsidiaries shall not be obligated to provide assistance more often than once in each 12 month period two times per year or more than three five times during the term of the Notes; Notes (5and it being understood that such assistance will not include a preparation of an offering memorandum or a similar document and that the Subsequent Purchasers may not use the Final Memorandum and that such assistance will otherwise be limited to assistance set forth under items (i) the Company and its Subsidiaries shall not be required to incur any expense or cost other than those associated with attending meetings in its offices and producing diligence materials at such location; through (6iv) so long as Holdco or the Company is subject to or complying with the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, any private placement memorandum provided by the Company and Subsidiaries shall not be more extensive than that customarily provided by such reporting companies in a private placement; (7) other than as required by Law or as the Company may otherwise agree, the Company and its Subsidiaries shall have no indemnity obligations to the Purchasers or potential purchasers; and (8) each potential purchaser shall agree to be bound to confidentiality arrangements similar to those set for in Section 10.14 of this Agreementabove).

Procedures and Management Cooperation in Private Offerings. The Company agrees that, at and the Purchasers agree that the following will apply to any Private Offerings: (a) At the request of the PurchasersRequired Holders, in order to facilitate the consummation of the Private Offering, the Company with reasonable assistance from the Required Holders will prepare and deliver to each Holder copies of an offering memorandum (the "Offering Memorandum") describing the terms of the Notes and of the Private Offering contemplated by such resales and containing such other information customarily included in offering memoranda for similar transactions. The Offering Memorandum for any Private Offering will not, as of its date and as of the closing of such Private Offering, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Holder expressly for use in the Offering Memorandum. The Offering Memorandum for any Private Offering will contain all the information specified in, and meeting the requirements of, subsection (d)(4) of Rule 144A and all other applicable regulations. The Company will not distribute any offering material in connection with the offering and sale of the Notes other than the Offering Memorandum or any other offering material required or permitted to be distributed by the Commission. (b) The Offering Memorandum for any Private Offering as delivered from time to time shall contain information that is required to be included in such Offering Memorandum by the Commission and that is customarily included in offering materials of such type. Prior to distributing, amending or supplementing the Offering Memorandum (including any amendment or supplement through incorporation by reference of any report under the Exchange Act) in connection with any Private Offering, the Company shall furnish to the Holders for review a copy of each such proposed Offering Memorandum, or amendment or supplement thereto, and the Company shall not distribute, use or file the Offering Memorandum or any such proposed amendment or supplement to which the Purchasers object. The Company agrees to furnish to the Holders, without charge, as many copies of the Offering Memorandum in connection with any Offering and any amendments and supplements thereto as they may reasonably request. (c) If, prior to the completion of the placement of the Notes by the Holders with the Subsequent Purchasers (as evidenced by a notice in writing from the Holders to the Company) in any Private Offering, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the related Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a Holder or a Subsequent Purchaser and at the closing of the sales of the Notes covered thereby, not misleading, or if in the opinion of the Holders or counsel for the Holders it is otherwise necessary to amend or supplement the Offering Memorandum to comply with Applicable Law, the Company agrees to promptly prepare, and furnish at its own expense to the Holders, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Offering Memorandum is delivered to a Holder or a Subsequent Purchaser and at the closing of the sales of such Notes, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with Applicable Law. (d) During the period of 90 days following the later of the date of the Offering Memorandum in connection with any Private Offering in which the application of this Section 10.2(d) is necessary in the judgment of a sales agent and the date of the consummation of such Private Offering, the Company will use not, without the prior written consent of the Holders (which consent may be withheld at the sole discretion of the Purchasers), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company (other than as contemplated by this Agreement). (e) The Company agrees that it will not and will cause its Affiliates (to the extent in its control) not to make any offer or sale of securities of any class of the Company if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Purchasers, (ii) the resale of Notes by the Holders to Subsequent Purchasers or (iii) the resale of Notes by such Subsequent Purchasers to others) any applicable exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S or otherwise. In addition, until the expiration of two years after the original issuance of the Notes, the Company will not, and will cause its Affiliates not to, purchase or agree to purchase or otherwise acquire any Notes which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the Securities Act), whether as beneficial owner or otherwise unless, immediately upon any such purchase, the Company or any Affiliate shall cancel such Notes. (f) The Company will, if so requested by the Holders, actively assist the Holders in completing any private resale by the Holders of the Notes or any portion thereof (including any such resales of the Notes pursuant to any Private Offering) in accordance with the Holders' intended method of distribution. Such assistance shall, in each case, include the following: (i) the Company's using commercially reasonable efforts to ensure that the distribution efforts benefit materially from the Company's existing lending relationships; (ii) direct contact (at reasonable times approved in advance) between the Company's senior management and advisors and prospective purchasers; (iii) responding to reasonable inquiries of, and providing answers to, each prospective purchaser who so requests concerning the Company and its Subsidiaries (to the extent such information is available or can be acquired and made available to prospective purchasers without unreasonable effort or expense and to the extent the provision thereof is not prohibited by Applicable Law) and the terms and conditions of the applicable distribution; (iv) if requested by the Holders in connection with any Private Offering, (A) preparing an Offering Memorandum and other materials to be used in connection with the distribution (including assistance in completion of the Purchasers', any sales or placement agent's, if any, due diligence review of the Company and its Subsidiaries as an aid to such preparation) and (B) complying with the customary procedures that would be applicable to such Private Offering; (v) hosting of one or more meetings of prospective purchasers; and (vi) promptly preparing and providing to the Holders (or any sales or placement agent therefor) all information with respect to the Company, including revised projections (if requested), as the Holders (or any sales or placement agent therefor) may reasonably request. Any such revised projections that will so be made available to the Purchasers (or each placement or sales agent, if any, therefor) by the Company or any of its representatives will be prepared in good faith based upon reasonable assumptions. (g) The Company will allow the Holders (or any sales or placement agent therefor, as may be selected by the Purchasers and is reasonably acceptable to the Company), in consultation with the Company, to manage all aspects of the distribution, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitment will be accepted, which institutions will participate, the allocations of the commitments among the prospective purchasers and the amount and distribution of fees among the prospective purchasers. Notwithstanding anything in this Section 10.2 to the contrary, the management of the Company shall not be obligated to participate in a "road show" in connection with any such distribution. (h) The Company will, promptly following the request of and with the cooperation of the Required Holders, use its best efforts to cause the Notes to (i) be registered in book-entry form in the name of Cede & Co., as nominee of DTC The Depository Trust Company pursuant to a customary form DTC Agreement, Agreement and (ii) be eligible for the National Association of Securities Dealers, Inc. PORTAL market. At . (i) The parties hereto expressly agree that, in addition to the request indemnification provisions set forth in Section 15.2, the obligations of the Purchasers, management of Holdco will in connection with a transfer of the Notes, use commercially reasonable efforts to cooperate with the Holders in any effort by the Holders to sell the Notes, including meeting with potential purchasers and providing due diligence information to potential purchasers; provided that (1) such efforts parties under this Section 10.2 shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries; (2) the Company and its Subsidiaries shall not be required to provide any assistance at any time a Shelf Registration Statement (as defined in the Registration Rights Agreement) is effective and not suspended; (3) the Company and its Subsidiaries shall not be required to provide any assistance at any time any event or development which would permit them to suspend a Shelf Registration Statement has occurred; (4) the Company and its Subsidiaries shall not be obligated to provide assistance more often than once in each 12 month period or more than three times during the term of the Notes; (5) the Company and its Subsidiaries shall not be required to incur any expense or cost other than those associated with attending meetings in its offices and producing diligence materials at such location; (6) so long as Holdco or the Company is subject to or complying with the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, any private placement memorandum provided by the Company indemnification and Subsidiaries shall not be more extensive than that customarily provided by such reporting companies in a private placement; (7) other than as required by Law or as the Company may otherwise agree, the Company and its Subsidiaries shall have no indemnity obligations to the Purchasers or potential purchasers; and (8) each potential purchaser shall agree to be bound to confidentiality arrangements similar to those contribution provisions set for forth in Section 10.14 of this Agreement10.2.

Procedures and Management Cooperation in Private Offerings. The Company agrees that, at and the Purchasers agree that the following will apply to any Private Offerings: (a) At the request of the PurchasersRequired Holders, in order to facilitate the consummation of the Private Offering, the Company with reasonable assistance from the Required Holders will prepare and deliver to each Holder copies of an offering memorandum (the "Offering Memorandum") describing the terms of the Notes and of the Private Offering contemplated by such resales and containing such other information customarily included in offering memoranda for similar transactions. The Offering Memorandum for any Private Offering will not, as of its date and as of the closing of such Private Offering, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Holder expressly for use in the Offering Memorandum. The Offering Memorandum for any Private Offering will contain all the information specified in, and meeting the requirements of, subsection (d)(4) of Rule 144A and all other applicable regulations. The Company will not distribute any offering material in connection with the offering and sale of the Notes other than the Offering Memorandum or any other offering material required or permitted to be distributed by the Commission. (b) The Offering Memorandum for any Private Offering as delivered from time to time shall contain information that is required to be included in such Offering Memorandum by the Commission and that is customarily included in offering materials of such type. Prior to distributing, amending or supplementing the Offering Memorandum (including any amendment or supplement through incorporation by reference of any report under the Exchange Act) in connection with any Private Offering, the Company shall furnish to the Holders for review a copy of each such proposed Offering Memorandum, or amendment or supplement thereto, and the Company shall not distribute, use or file the Offering Memorandum or any such proposed amendment or supplement to which the Purchasers object. The Company agrees to furnish to the Holders, without charge, as many copies of the Offering Memorandum in connection with any Offering and any amendments and supplements thereto as they may reasonably request. (c) If, prior to the completion of the placement of the Notes by the Holders with the Subsequent Purchasers (as evidenced by a notice in writing from the Holders to the Company) in any Private Offering, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the related Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a Holder or a Subsequent Purchaser and at the closing of the sales of the Notes covered thereby, not misleading, or if in the opinion of the Holders or counsel for the Holders it is otherwise necessary to amend or supplement the Offering Memorandum to comply with Applicable Law, the Company agrees to promptly prepare, and furnish at its own expense to the Holders, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Offering Memorandum is delivered to a Holder or a Subsequent Purchaser and at the closing of the sales of such Notes, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with Applicable Law. (d) During the period of 90 days following the later of the date of the Offering Memorandum in connection with any Private Offering in which the application of this Section 10.2(d) is necessary in the judgment of a sales agent and the date of the consummation of such Private Offering, the Company will use not, without the prior written consent of the Holders (which consent may be withheld at the sole discretion of the Purchasers), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company (other than as contemplated by this Agreement). (e) The Company agrees that it will not and will cause its Affiliates (to the extent in its control) not to make any offer or sale of securities of any class of the Company if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Purchasers, (ii) the resale of Notes by the Holders to Subsequent Purchasers or (iii) the resale of Notes by such Subsequent Purchasers to others) any applicable exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S or otherwise. In addition, until the expiration of two years after the original issuance of the Notes, the Company will not, and will cause its Affiliates not to, purchase or agree to purchase or otherwise acquire any Notes which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the Securities Act), whether as beneficial owner or otherwise unless, immediately upon any such purchase, the Company or any Affiliate shall cancel such Notes. (f) The Company will, if so requested by the Holders, actively assist the Holders in completing any private resale by the Holders of the Notes or any portion thereof (including any such resales of the Notes pursuant to any Private Offering) in accordance with the Holders' intended method of distribution. Such assistance shall, in each case, include the following: (i) the Company's using commercially reasonable efforts to ensure that the distribution efforts benefit materially from the Company's existing lending relationships; (ii) direct contact (at reasonable times approved in advance) between the Company's senior management and advisors and prospective purchasers; (iii) responding to reasonable inquiries of, and providing answers to, each prospective purchaser who so requests concerning the Company and its Subsidiaries (to the extent such information is available or can be acquired and made available to prospective purchasers without unreasonable effort or expense and to the extent the provision thereof is not prohibited by Applicable Law) and the terms and conditions of the applicable distribution; (iv) if requested by the Holders in connection with any Private Offering, (A) preparing an Offering Memorandum and other materials to be used in connection with the distribution (including assistance in completion of the Purchasers', any sales or placement agent's, if any, due diligence review of the Company and its Subsidiaries as an aid to such preparation) and (B) complying with the customary procedures that would be applicable to such Private Offering; (v) hosting of one or more meetings of prospective purchasers; and (vi) promptly preparing and providing to the Holder (or any sales or placement agent therefor) all information with respect to the Company, including revised projections (if requested), as the Holders (or any sales or placement agent therefor) may reasonably request. Any such revised projections that will so be made available to the Purchasers (or each placement or sales agent, if any, therefor) by the Company or any of its representatives will be prepared in good faith based upon reasonable assumptions. (g) The Company will allow the Holders (or any sales or placement agent therefor, as may be selected by the Purchasers and is reasonably acceptable to the Company), in consultation with the Company, to manage all aspects of the distribution, including decisions as 77 to the selection of institutions to be approached and when they will be approached, when their commitment will be accepted, which institutions will participate, the allocations of the commitments among the prospective purchasers and the amount and distribution of fees among the prospective purchasers. Notwithstanding anything in this Section 10.2 to the contrary, the management of the Company shall not be obligated to participate in a "road show" in connection with any such distribution. (h) The Company will, promptly following the request of and with the cooperation of the Required Holders, use its best efforts to cause the Notes to (i) be registered in book-entry form in the name of Cede & Co., as nominee of DTC The Depository Trust Company pursuant to a customary form DTC Agreement, Agreement and (ii) be eligible for the National Association of Securities Dealers, Inc. PORTAL market. At . (i) The parties hereto expressly agree that, in addition to the request indemnification provisions set forth in Section 16.2, the obligations of the Purchasers, management of Holdco will in connection with a transfer of the Notes, use commercially reasonable efforts to cooperate with the Holders in any effort by the Holders to sell the Notes, including meeting with potential purchasers and providing due diligence information to potential purchasers; provided that (1) such efforts parties under this Section 10.2 shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries; (2) the Company and its Subsidiaries shall not be required to provide any assistance at any time a Shelf Registration Statement (as defined in the Registration Rights Agreement) is effective and not suspended; (3) the Company and its Subsidiaries shall not be required to provide any assistance at any time any event or development which would permit them to suspend a Shelf Registration Statement has occurred; (4) the Company and its Subsidiaries shall not be obligated to provide assistance more often than once in each 12 month period or more than three times during the term of the Notes; (5) the Company and its Subsidiaries shall not be required to incur any expense or cost other than those associated with attending meetings in its offices and producing diligence materials at such location; (6) so long as Holdco or the Company is subject to or complying with the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, any private placement memorandum provided by the Company indemnification and Subsidiaries shall not be more extensive than that customarily provided by such reporting companies in a private placement; (7) other than as required by Law or as the Company may otherwise agree, the Company and its Subsidiaries shall have no indemnity obligations to the Purchasers or potential purchasers; and (8) each potential purchaser shall agree to be bound to confidentiality arrangements similar to those contribution provisions set for forth in Section 10.14 of this Agreement10.2.