SECURITIES OF THE COMPANY OR (II) THAT WOULD VIOLATE REGULATION M UNDER THE
EXCHANGE ACT.
(T)
INCLUSION OF CONVERSION SHARES.
TO THE EXTENT THAT ANY CONVERSION SHARES
DO NOT COME FROM THE COMPANY'S TREASURY SHARES, PRIOR TO ANY ISSUANCE OF ANY
CONVERSION SHARES, THE COMPANY WILL LIST, SUBJECT TO NOTICE OF ISSUANCE, SUCH
CONVERSION SHARES, ON THE NEW YORK STOCK EXCHANGE.
SECTION 4.
PAYMENT OF EXPENSES.
THE COMPANY AGREES TO PAY ALL COSTS, FEES AND
EXPENSES INCURRED IN CONNECTION WITH THE PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER AND IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING
WITHOUT LIMITATION (I) ALL EXPENSES INCIDENT TO THE ISSUANCE AND DELIVERY OF THE
NOTES (INCLUDING ALL PRINTING AND ENGRAVING COSTS), (II) ALL FEES AND EXPENSES
OF THE TRUSTEE UNDER THE INDENTURE, (III) ALL NECESSARY ISSUE, TRANSFER AND
OTHER STAMP TAXES IN CONNECTION WITH THE ISSUANCE AND SALE OF THE NOTES TO THE
INITIAL PURCHASER, (IV) ALL FEES AND EXPENSES OF THE COMPANY'S COUNSEL,
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS AND OTHER ADVISORS, (V) ALL COSTS AND
EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION, PRINTING, SHIPPING AND
DISTRIBUTION OF THE
DISCLOSURE PACKAGE AND THE FINAL OFFERING MEMORANDUM, ALL
AMENDMENTS AND SUPPLEMENTS THERETO AND THIS AGREEMENT, (VI) ALL FILING FEES,
ATTORNEYS' FEES AND EXPENSES INCURRED BY THE COMPANY OR THE INITIAL PURCHASER IN
CONNECTION WITH QUALIFYING OR REGISTERING (OR OBTAINING EXEMPTIONS FROM THE
QUALIFICATION OR REGISTRATION OF) ALL OR ANY PART OF THE NOTES FOR OFFER AND
SALE UNDER THE STATE SECURITIES OR BLUE SKY LAWS OR THE PROVINCIAL SECURITIES
LAWS OF CANADA, AND, IF REQUESTED BY THE INITIAL PURCHASER, PREPARING AND
PRINTING A "BLUE SKY SURVEY" OR MEMORANDUM, AND ANY SUPPLEMENTS THERETO,
ADVISING THE INITIAL PURCHASER OF SUCH QUALIFICATIONS, REGISTRATIONS AND
EXEMPTIONS, (VII)
THE EXPENSES OF THE COMPANY AND THE
11
INITIAL PURCHASER IN CONNECTION WITH THE MARKETING AND OFFERING OF THE NOTES,
(VIII) THE FEES AND EXPENSES ASSOCIATED WITH INCLUDING THE CONVERSION SHARES ON
THE NEW YORK STOCK EXCHANGE, (IX) ALL EXPENSES AND FEES IN CONNECTION WITH
ADMITTING THE NOTES FOR TRADING IN THE PORTAL MARKET AND (X) ALL OTHER COST AND
EXPENSES INCIDENT TO THE PERFORMANCE OF THE OBLIGATIONS OF THE COMPANY HEREUNDER
FOR WHICH PROVISION IS NOT OTHERWISE MADE IN THIS SECTION.
EXCEPT AS PROVIDED
IN THIS SECTION 4, SECTION 7 AND SECTION 10 HEREOF, THE INITIAL PURCHASER SHALL
PAY ITS OWN EXPENSES, INCLUDING THE FEES AND DISBURSEMENTS OF ITS COUNSEL.
SECTION 5.
CONDITIONS OF THE OBLIGATIONS OF THE INITIAL PURCHASER.
THE
OBLIGATIONS OF THE INITIAL PURCHASER TO PURCHASE AND PAY FOR THE NOTES AS
PROVIDED HEREIN ON THE CLOSING DATE AND, WITH RESPECT TO THE OPTIONAL NOTES, THE
OPTION CLOSING DATE, IF APPLICABLE, SHALL BE SUBJECT TO THE ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES ON THE PART OF THE COMPANY SET FORTH IN SECTION 1
HEREOF AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE AS THOUGH THEN MADE AND,
WITH RESPECT TO THE OPTIONAL NOTES, AS OF THE RELATED OPTION CLOSING DATE AS
THOUGH THEN MADE, TO THE TIMELY PERFORMANCE