DURING SUCH ROAD SHOW AND ITS OWN EXPENSES FOR
LODGING AND MEALS); AND (K) ALL OTHER COSTS AND EXPENSES INCIDENT TO THE
PERFORMANCE OF THE OBLIGATIONS OF THE COMPANY AND THE NOTE GUARANTORS UNDER THIS
AGREEMENT WHICH ARE NOT OTHERWISE SPECIFICALLY PROVIDED FOR IN THIS SECTION 12;
PROVIDED, HOWEVER, THAT EXCEPT AS PROVIDED IN THIS SECTION 12 AND SECTION 8, THE
INITIAL PURCHASERS SHALL PAY THEIR OWN COSTS AND EXPENSES.
13.
SURVIVAL.
THE RESPECTIVE INDEMNITIES, RIGHTS OF CONTRIBUTION,
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY, THE NOTE GUARANTORS
AND THE INITIAL PURCHASERS CONTAINED IN THIS
AGREEMENT OR MADE BY OR ON BEHALF
OF THE COMPANY, THE NOTE GUARANTORS OR THE INITIAL PURCHASERS PURSUANT TO THIS
AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT HERETO SHALL SURVIVE THE
DELIVERY OF AND PAYMENT FOR THE NOTES AND SHALL REMAIN IN FULL FORCE AND EFFECT,
REGARDLESS OF ANY TERMINATION OR CANCELATION OF THIS AGREEMENT OR ANY
INVESTIGATION MADE BY OR ON BEHALF OF ANY OF THEM OR ANY OF THEIR RESPECTIVE
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR
CONTROLLING PERSONS.
14.
NOTICES, ETC..
ALL STATEMENTS, REQUESTS, NOTICES AND AGREEMENTS HEREUNDER
SHALL BE IN WRITING, AND:
(A)
IF TO THE INITIAL PURCHASERS, SHALL BE DELIVERED OR SENT BY MAIL OR
TELECOPY TRANSMISSION TO J.P. MORGAN SECURITIES, 270 PARK AVENUE, NEW YORK,
NEW YORK 10017, ATTENTION:
GERARD J. MURRAY (TELECOPIER NO.: (212) 270-1063);
OR
(B)
IF TO THE COMPANY SHALL BE DELIVERED OR SENT BY MAIL OR TELECOPY
TRANSMISSION TO THE ADDRESS OF THE COMPANY SET FORTH IN THE OFFERING MEMORANDUM,
ATTENTION:
BRIAN E. JOHNSON (TELECOPIER NO.: (847) 969-3338);
28
provided that any notice to an Initial Purchaser pursuant to Section 9(c) shall
also be delivered or sent by mail to such Initial Purchaser at its address set
forth on the signature page hereof.
Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof.
The Company and the Note Guarantors or the Initial Purchasers may, by written
notice to the other, designate additional or different addresses for subsequent
notices or communications.
The Company shall be entitled to act and rely upon any request, consent, notice
or agreement given or made on behalf of the Initial Purchasers by JPMorgan.
15.
DEFINITION OF TERMS.
FOR PURPOSES OF THIS AGREEMENT, (A) THE TERM
"BUSINESS DAY" MEANS ANY DAY ON WHICH THE NEW YORK STOCK EXCHANGE, INC. IS OPEN
FOR TRADING, (B) THE TERM "SUBSIDIARY" HAS THE MEANING SET FORTH IN RULE 405
UNDER THE SECURITIES ACT AND (C) EXCEPT WHERE OTHERWISE EXPRESSLY PROVIDED, THE
TERM "AFFILIATE" HAS THE MEANING SET FORTH IN RULE 405 UNDER THE SECURITIES ACT.
16.
INITIAL PURCHASERS' INFORMATION.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE
THAT, FOR ALL PURPOSES OF THIS AGREEMENT, THE INITIAL PURCHASERS' INFORMATION
CONSISTS SOLELY OF THE FOLLOWING INFORMATION IN THE PRELIMINARY OFFERING
MEMORANDUM AND THE OFFERING MEMORANDUM: (I) THE LAST SENTENCE ON THE FRONT COVER
PAGE CONCERNING DELIVERY OF THE NOTES AND (II) THE STATEMENTS CONCERNING THE
INITIAL PURCHASERS CONTAINED IN THE THIRD AND TENTH PARAGRAPHS