will
not, and will not permit any of its affiliates (as defined in Rule 144 under the
Securities Act) to resell any of the Notes that have been reacquired by any of
them.
(m)
Legended Securities.
Each certificate for a
Note will bear the legend contained in "Notice to Investors" in the Preliminary
Offering Memorandum for the time period and upon the other terms stated in the
Preliminary Offering Memorandum.
The Representative on behalf of the several Initial Purchasers, may, in its sole
discretion, waive in writing the performance by the Company or any Guarantor of
any one or more of the foregoing covenants or extend the time for their
performance.
SECTION 4.
PAYMENT OF EXPENSES.
EACH OF THE
COMPANY AND THE GUARANTORS, JOINTLY AND SEVERALLY, AGREES TO PAY ALL OF ITS
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 SECURITIES (INCLUDING ALL PRINTING AND ENGRAVING COSTS),
(II) ALL NECESSARY ISSUE, TRANSFER AND OTHER STAMP TAXES IN CONNECTION WITH THE
ISSUANCE AND SALE OF THE SECURITIES TO THE INITIAL PURCHASERS, (III) ALL FEES
AND EXPENSES OF THE COMPANY'S AND THE GUARANTORS' COUNSEL, INDEPENDENT PUBLIC OR
CERTIFIED PUBLIC ACCOUNTANTS AND OTHER ADVISORS, (IV) ALL COSTS AND EXPENSES
INCURRED IN CONNECTION WITH THE PREPARATION, PRINTING, FILING, SHIPPING AND
DISTRIBUTION OF THE PRICING DISCLOSURE PACKAGE AND THE FINAL OFFERING MEMORANDUM
(INCLUDING FINANCIAL STATEMENTS AND EXHIBITS), AND ALL AMENDMENTS AND
SUPPLEMENTS THERETO, THIS AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT, THE
INDENTURE, THE DTC AGREEMENT, THE NOTES, THE GUARANTEES, THE EXCHANGE NOTES AND
THE SECURITY DOCUMENTS, (V) ALL REASONABLE FILING FEES AND ALL REASONABLE
ATTORNEYS' FEES AND EXPENSES INCURRED BY THE COMPANY, THE GUARANTORS OR THE
INITIAL PURCHASERS IN CONNECTION WITH QUALIFYING OR REGISTERING (OR OBTAINING
EXEMPTIONS FROM THE QUALIFICATION OR REGISTRATION OF) ALL OR ANY PART OF THE
SECURITIES FOR OFFER AND SALE UNDER THE SECURITIES LAWS OF THE SEVERAL STATES OF
THE UNITED STATES, THE
PROVINCES OF CANADA OR OTHER JURISDICTIONS DESIGNATED BY
THE INITIAL PURCHASERS (INCLUDING, WITHOUT LIMITATION, THE COST OF PREPARING,
PRINTING AND MAILING PRELIMINARY AND FINAL BLUE SKY OR LEGAL INVESTMENT
MEMORANDA AND ANY RELATED SUPPLEMENTS TO THE PRICING DISCLOSURE PACKAGE OR THE
FINAL OFFERING MEMORANDUM), (VI) THE RESPECTIVE FEES AND EXPENSES OF THE TRUSTEE
AND THE COLLATERAL AGENT, INCLUDING THE FEES AND DISBURSEMENTS OF COUNSEL FOR
THE TRUSTEE AND COUNSEL FOR THE COLLATERAL AGENT IN CONNECTION WITH THE
INDENTURE, THE SECURITIES, THE EXCHANGE SECURITIES AND THE SECURITY DOCUMENTS,
(VII) ANY FEES PAYABLE IN CONNECTION WITH THE RATING OF THE SECURITIES OR THE
EXCHANGE SECURITIES WITH THE RATINGS AGENCIES, (VIII) ANY FILING FEES INCIDENT
TO, AND ANY REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO THE INITIAL
PURCHASERS IN CONNECTION WITH THE REVIEW BY THE FINANCIAL INDUSTRY REGULATORY
AUTHORITY ("FINRA"), IF ANY, OF THE TERMS OF THE SALE OF THE SECURITIES OR THE
EXCHANGE SECURITIES, (IX) ALL FEES AND EXPENSES (INCLUDING REASONABLE FEES AND