Common use of Additional Documentation and Actions Clause in Contracts

Additional Documentation and Actions. In connection with any Tag- ------------------------------------ Along Sale, Holdings, PAC, any Carlyle Affiliate and any participating Executive Holder shall, prior to the closing of such Tag-Along Sale, execute any purchase agreement, certificate, instrument or other agreement reasonably required by any Proposed Purchaser to consummate such Tag-Along Sale; provided, however, that -------- ------- any such purchase agreement or other certificate, instrument or other agreement shall be on terms and conditions that are in no respect less favorable to any participating Executive Holder than any corresponding purchase agreement, certificate, instrument or other agreement executed by any Carlyle Affiliate in connection with, or in anticipation of, such Tag-Along Sale. At the closing of any Tag-Along Sale, each participating Executive Holder (or, in the case of certificates and documentation held by Holdings, PAC or any Carlyle Affiliate, then Holdings, PAC, or such Carlyle Affiliate(s)) shall deliver to the Proposed Purchaser(s) the certificate or certificates representing the Executive Stock to be Transferred by such Executive Holder in such Tag-Along Sale, duly endorsed for transfer with signatures guaranteed and accompanied by a custody agreement and power of attorney in form and substance reasonably acceptable to the Proposed Purchaser(s) against receipt by such Executive Holder of the purchase price or other consideration therefor. In connection with any Tag-Along Sale (x) any participating Executive Holder shall, subject to the satisfaction of such reasonable conditions as such Executive Holder may reasonably establish, take any other action that Holdings, PAC, any Carlyle Affiliate or any Proposed Purchaser may reasonably request and (y) Holdings, PAC, any Carlyle Affiliate and any Proposed Purchaser shall, subject to satisfaction of such reasonable conditions as they may reasonably establish, take any action that such Executive Holder may reasonably request. Notwithstanding anything contained in this Agreement, the Tag-Along Rights granted to Executive Holders under this Section 7 shall be no less favorable in any respect than those granted to any Person under the Stockholders' Agreement.

Additional Documentation and Actions. In connection with any Tag- ------------------------------------ Drag-Along Sale, Holdings, PAC, any Carlyle Affiliate and any participating Executive Holder shall, prior to the closing of such TagDrag-Along Sale, execute any purchase agreement, certificate, instrument or other agreement agreements reasonably required by any Proposed Purchaser to consummate such Tagthe Drag-Along Sale; provided, however, that -------- ------- that any such purchase agreement or other agreement, certificate, instrument or and other agreement shall be on terms and conditions that are in no respect less favorable to any participating Executive Holder than any corresponding purchase agreement, certificate, instrument or other agreement executed by any Carlyle Affiliate in connection with, or in anticipation of, such TagDrag-Along Sale. At the closing of any TagDrag-Along Sale, each participating Executive Holder (or, in the case of certificates and documentation held by Holdings, PAC or any Carlyle Affiliate, then Holdings, PAC, PAC or such Carlyle Affiliate(s)) shall deliver to the Proposed Purchaser(s) the certificate certificate, certificates or certificates other documentation representing the Executive Stock to be Transferred by such Executive Holder in such Tag-Drag- Along Sale, duly endorsed for transfer with signatures guaranteed and accompanied by a custody agreement and power of attorney in form and substance reasonably reasonable acceptable to the Proposed Purchaser(s) ), against receipt by such Executive Holder of the purchase price or other consideration therefor. In connection with any TagDrag-Along Sale Sale, (x) any participating Executive Holder shall, subject to the satisfaction of such reasonable conditions as such Executive Holder may reasonably establish, take any other action that Holdings, PAC, any Carlyle Affiliate Affiliate, or any Proposed Purchaser may reasonably request and (y) Holdings, PAC, any Carlyle Affiliate and any Proposed Purchaser shall, subject to satisfaction of such reasonable conditions as they may reasonably establish, take any action that such Executive Holder may reasonably request. Notwithstanding anything contained in this Agreement, the Tag-Along Rights granted to Executive Holders under this Section 7 shall be no less favorable in any respect than those granted to any Person under the Stockholders' Agreement.