Common use of Clear Market Clause in Contracts

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 45 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, none of the Company and each of the Guarantors will notwill, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities (other than loans pursuant to credit facilities described in the Time of Sale Information and the Offering Memorandum or loans paid off by the Company or any of its subsidiaries in the ordinary course of business) issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereof, each of the Company Issuers and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by either of the Company Issuers or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days one day after the date hereofClosing Date, neither the Company and each of nor the Guarantors will notGuarantor will, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by of the Company or the Guarantor having a tenor of more than one year or guarantee any of the Guarantors and debt securities having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 forty-five (45) calendar days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors its subsidiaries and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereofClosing Date, the Company each Issuer and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell sell, pledge or otherwise dispose of any debt securities issued or guaranteed by the Company either Issuer or any of the Guarantors and having a tenor term of more than one yearyear (other than the Securities).

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year; provided that the foregoing shall not apply to the sale of Securities under this Agreement or the Exchange Securities.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities (other than loans pursuant to credit facilities described in the Time of Sale Information and the Offering Memorandum or loans paid off by the Company or any of its subsidiaries in the ordinary course of business) issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 180 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 45 days after the date hereof, the Company and each of the Guarantors Guarantor will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Subsidiary Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Subsidiary Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year; provided that the foregoing shall not apply to the sale of Securities under this Agreement or the sale of the Dollar Notes under the Dollar Purchase Agreement.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereof, neither the Company and each of the Guarantors will notnor any Guarantor will, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company Issuers and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company Issuers or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the earlier of the Closing Date and the date hereofof termination of this Agreement, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 45 days after the date hereof, neither the Company and each of the Guarantors will notnor any Guarantor will, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after one day following the date hereofClosing Date, the Company and each of the Guarantors Guarantor will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one year; provided, however, that this provision will not apply to any debt securities that are convertible into common equity of the Company.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereofClosing Date, the Company each Issuer and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell sell, pledge or otherwise dispose of any debt securities issued or guaranteed by the Company either Issuer or any of the Guarantors and having a tenor term of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereof, the Company and each of the Guarantors will notneither Holdings nor any its affiliates will, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company Issuers or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days one day after the date hereofClosing Date, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of of, except as provided hereunder, any debt securities issued or guaranteed by the Company or any of similar to the Guarantors and having a tenor of more than one yearSecurities.

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereof, the Company Issuer and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company Issuer or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, directly or indirectly, offer, sell, contract to sell 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 devise that is designed to, or could be expected to, result in the disposition in the future of) any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more Guarantors, other than one yearthose contemplated by the Transactions.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereof, the Company Issuers and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company Issuers or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereof, the Issuers, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by any of the Company Issuers or any of the Guarantors substantially similar to those issued hereunder and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities substantially similar to the Notes issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year; provided that the foregoing shall not apply to the sale of Securities under this Agreement.

Clear Market. During the period from the date hereof through and including the date that is 90 four business days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 180 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one yearyear (which, in any case, shall exclude the Exchange Securities and borrowings under the Senior Credit Facilities).

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereof, the Company and each of the Guarantors Parent Guarantor will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Parent Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 180 days after the date hereof, the Company Issuer and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company Issuer or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one yearyear other than the Securities and the Guarantees to which this Agreement relates.

Clear Market. During the period from the date hereof through and including the date that is 90 ninety (90) days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 ninety (90) calendar days after the date hereof, the Company and each of the Guarantors Parent will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company Company, the Parent or any of the Guarantors their respective subsidiaries and having a tenor of more than one year.

Clear Market. During the For a period from the date hereof through and including the date that is of 90 days after the date hereofof the Prospectus, the Company and each of the Guarantors Guarantor will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of of, directly or indirectly, any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 ten days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell sell, pledge or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the The Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor term of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereofClosing Date, the Company and each of the Subsidiary Guarantors will not, without the prior written consent of the RepresentativeInitial Purchaser, offer, sell, contract to sell or otherwise dispose of any debt securities similar to the Securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one yearSubsidiary Guarantors.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each none of the Issuer or the Guarantors will notwill, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities (other than loans pursuant to credit facilities described in the Time of Sale Information and the Offering Memorandum or loans paid off by the Company or any of its subsidiaries in the ordinary course of business) issued or guaranteed by the Company Issuer or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereof, the Company Companies and each of the Guarantors Guarantor will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company Companies or any of the Guarantors Guarantor and having a tenor of more than one year; provided that the foregoing shall not apply to the sale of the Notes under this Agreement.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereof, the Company and each of the Guarantors Guarantor will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 45 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities substantially similar to the 2022 Notes or the 2024 Notes issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Acquisition Sub, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeInitial Purchaser, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Acquisition Sub, the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year. This provision shall not restrict the Company’s ability to redeem, force conversion of, purchase or otherwise acquire any debt securities.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.This provision shall not restrict the Company’s ability to redeem, force conversion of, purchase or otherwise acquire any debt securities.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year, except for Capitalized Lease Obligations (as defined in the Time of Sale Information and the Prospectus under the heading “Description of notes”) permitted by the Indenture.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell sell, pledge or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor term of more than one year, provided that the Company may (i) pay interest in kind on its outstanding 10.125%/10.875% senior PIK toggle unsecured notes due 2015, and (ii) issue intercompany debt.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereofClosing Date, the Company and each of the Guarantors Guarantor will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell sell, pledge or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor term of more than one year. The foregoing sentence shall not apply to the offer, sale or other disposition of debt securities to the Guarantor, the Company or any of the Guarantor’s subsidiaries.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors its subsidiaries and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 150 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereof, the Company Selling Noteholder and each of the Guarantors its subsidiaries (other than Parent and its Subsidiaries) will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, neither the Company and each nor any of the Guarantors will notits subsidiaries will, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors its subsidiaries and having a tenor of more than one year.

Clear Market. During the For a period from the date hereof through and including the date that is of 90 days after the date of the hereof, the Company and each of the Guarantors will not, not without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor tenure of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 45 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeUnderwriter, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 ninety (90) calendar days after the date hereof, the Company and each of the Guarantors Parent will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company Company, the Parent or any of the Guarantors their respective subsidiaries and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 180 days after the date hereof, the Company and each of the Subsidiary Guarantors will not, without the prior written consent of the Representative, offer, pledge, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Subsidiary Guarantors with terms substantially similar to the Securities (other than the Securities sold hereunder and having a tenor of more than one yearany Exchange Securities).

Clear Market. During Except as provided in Section 4(p), during the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeInitial Purchaser, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors Guarantor will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor tenure of more than one year. For the avoidance of doubt, the Company and the Guarantors may repay indebtedness under the Senior Credit Facility without the prior written consent of the Representative.

Clear Market. During the period from the date hereof through and including the date that is 90 days six months after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of issue any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year, other than debt issued under any credit facility or debt securities issued to any employee or franchisee of the Company or any Guarantor.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.. (i)

Clear Market. During the period from the date hereof through and including the date that is 90 15 days after the date hereofClosing Date, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereofClosing Date, the Company and each of the Guarantors Guarantor will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell sell, pledge or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor term of more than one year. The foregoing sentence shall not apply to any debt securities issued to the Guarantor, the Company or any of the Guarantor’s subsidiaries.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, Closing Time the Company and each of the Guarantors Guarantor will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor term of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Acquisition Sub, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeInitial Purchasers, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Acquisition Sub, the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of of, except as provided hereunder, any debt securities issued or guaranteed by the Company or any of similar to the Guarantors and having a tenor of more Securities (other than one yearthe Exchange Securities).

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 180 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any U.S. dollar-denominated debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year. For the avoidance of doubt, the foregoing will not restrict the Company’s ability to borrow under the Credit Agreement.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereofClosing Date, the Company and each of the Guarantors Guarantor will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 180 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one yearyear other than debt incurred under any credit facility.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell sell, pledge or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereof, neither the Company and each of nor the Guarantors will notGuarantor will, without the prior written consent of the RepresentativeInitial Purchasers, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one yearyear in the international capital markets.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities (excluding promissory notes issued in the ordinary course of business consistent with past practice) issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereofdue date, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representativeeach Initial Purchaser, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one yearyear (other than the Notes).

Clear Market. During the period from the date hereof through and including the date that is 90 45 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeInitial Purchaser, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors (other than the Exchange Securities) and having a tenor maturity of more than one yearyear (excluding promissory notes issued in connection with acquisitions not required to be registered under the Securities Act).

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Parent Guarantor, the Company and each of the Guarantors their subsidiaries will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities (other than loans under the senior credit facility described in the Offering Memorandum and the Exchange Securities) issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereof, the Company and each of the Guarantors Guarantor will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereofClosing Date, the Company and each of the Subsidiary Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities similar to the Securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one yearSubsidiary Guarantors.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities (other than the Securities and the Exchange Securities) issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereofClosing Date, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year; for the avoidance of doubt, this section does not apply to any debt incurred pursuant to any of the Company’s bank credit facilities.

Clear Market. During the period from the date hereof through and including the date that is 90 60 days after the date hereof, the Company and each of the Guarantors Parent Guarantor will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Parent Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Subsidiary Guarantors will not, without the prior written consent of the RepresentativeInitial Purchaser, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Subsidiary Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 three business days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year, in each case other than as contemplated by this Agreement and the Registration Rights Agreement.

Clear Market. During the period from the date hereof through and including the date that is 90 30 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by that are substantially similar to the Company or any of the Guarantors and having a tenor of more than one yearSecurities.

Clear Market. During the period from the date hereof through and including the date that is 90 45 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the RepresentativeRepresentatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the Closing Date or such later date that as is 90 days after specified in the date hereofUnderwriting Agreement, the Company and each of the Guarantors Guarantor will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors Guarantor and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 45 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities (including securities that consist of debt securities as a component thereof) issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 45 days after the date hereofClosing Date, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, sell or contract to sell or otherwise dispose of any debt securities (other than the Securities) issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

Clear Market. During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell sell, pledge or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor term of more than one year, provided that the Company may issue intercompany debt.