ON BEHALF OF PURCHASER.
THE COMPANY AND ITS SUBSIDIARIES SHALL BE ENTITLED TO DEDUCT OR WITHHOLD FROM
ANY AMOUNTS OWING FROM THE COMPANY OR ANY OF ITS SUBSIDIARIES TO PURCHASER ANY
FEDERAL, STATE, LOCAL OR FOREIGN WITHHOLDING TAXES, EXCISE TAXES, OR EMPLOYMENT
TAXES ("TAXES") IMPOSED WITH RESPECT TO PURCHASER'S COMPENSATION OR OTHER
PAYMENTS FROM THE COMPANY OR ITS SUBSIDIARIES OR PURCHASER'S OWNERSHIP INTEREST
IN THE COMPANY, INCLUDING, WITHOUT LIMITATION, WAGES, BONUSES, DIVIDENDS, THE
RECEIPT OR EXERCISE OF EQUITY OPTIONS AND/OR THE RECEIPT OR VESTING OF
RESTRICTED EQUITY.
IN THE EVENT THE COMPANY OR ITS SUBSIDIARIES DO NOT MAKE
SUCH DEDUCTIONS OR WITHHOLDINGS, PURCHASER SHALL INDEMNIFY THE COMPANY AND ITS
SUBSIDIARIES FOR ANY AMOUNTS PAID WITH RESPECT TO ANY SUCH TAXES, TOGETHER WITH
ANY INTEREST, PENALTIES AND RELATED EXPENSES THERETO.
(N)
TERMINATION.
THIS AGREEMENT SHALL SURVIVE A SEPARATION AND SHALL
REMAIN IN FULL FORCE AND EFFECT AFTER SUCH SEPARATION.
(O)
ADJUSTMENTS OF NUMBERS.
ALL NUMBERS SET FORTH HEREIN THAT REFER TO
PRICES OR AMOUNTS WILL BE APPROPRIATELY ADJUSTED TO REFLECT STOCK SPLITS, STOCK
DIVIDENDS, COMBINATIONS OF SHARES AND OTHER RECAPITALIZATIONS AFFECTING THE
SUBJECT CLASS OF EQUITY THAT OCCUR AFTER THE DATE HEREOF.
(P)
DEEMED TRANSFER OF SECURITIES.
IF THE COMPANY (AND/OR THE INVESTORS
AND/OR ANY OTHER PERSON ACQUIRING SECURITIES) SHALL MAKE AVAILABLE, AT THE TIME
AND PLACE AND IN THE AMOUNT AND FORM PROVIDED IN THIS AGREEMENT, THE
CONSIDERATION FOR THE SECURITIES TO BE REPURCHASED IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, THEN FROM AND AFTER SUCH TIME, THE PERSON FROM
WHOM SUCH SHARES ARE TO BE REPURCHASED SHALL NO LONGER HAVE ANY RIGHTS AS A
HOLDER OF SUCH SHARES (OTHER THAN THE RIGHT TO RECEIVE PAYMENT OF SUCH
CONSIDERATION IN ACCORDANCE WITH THIS AGREEMENT), AND SUCH SHARES SHALL BE
DEEMED PURCHASED IN ACCORDANCE WITH THE APPLICABLE PROVISIONS HEREOF AND THE
COMPANY (AND/OR THE INVESTORS AND/OR ANY OTHER PERSON ACQUIRING SECURITIES)
SHALL BE DEEMED THE OWNER AND HOLDER OF SUCH SHARES, WHETHER OR NOT THE
CERTIFICATES THEREFOR HAVE BEEN DELIVERED AS REQUIRED BY THIS AGREEMENT.
(Q)
NO PLEDGE OR SECURITY INTEREST.
THE PURPOSE OF THE COMPANY'S
RETENTION OF PURCHASER'S CERTIFICATES AND EXECUTED SECURITY POWERS IS SOLELY TO
FACILITATE THE PROVISIONS SET FORTH IN SECTION 3 HEREIN AND DOES NOT BY ITSELF
CONSTITUTE A PLEDGE BY PURCHASER OF, OR THE GRANTING OF A SECURITY INTEREST IN,
THE UNDERLYING EQUITY.
(R)
RIGHTS GRANTED TO GTCR AND ITS AFFILIATES.
ANY RIGHTS GRANTED TO
GTCR I, GTCR II OR THEIR AFFILIATES HEREUNDER MAY ALSO BE EXERCISED (IN WHOLE OR
IN PART) BY THEIR DESIGNEES.
18
(S)
DELIVERY BY FACSIMILE.
THIS AGREEMENT, THE AGREEMENTS REFERRED TO
HEREIN, AND EACH OTHER AGREEMENT OR INSTRUMENT ENTERED INTO IN CONNECTION
HEREWITH OR THEREWITH OR CONTEMPLATED HEREBY OR THEREBY, AND ANY AMENDMENTS
HERETO OR THERETO, TO THE EXTENT SIGNED AND DELIVERED BY MEANS OF A FACSIMILE
MACHINE, SHALL BE TREATED IN ALL MANNER AND RESPECTS AS AN ORIGINAL AGREEMENT OR
INSTRUMENT AND SHALL BE CONSIDERED TO HAVE THE SAME BINDING LEGAL EFFECT AS IF
IT WERE THE ORIGINAL