BY THE
COMPANY PRIOR TO DELIVERY OF AND PAYMENT FOR THE SECURITIES IF, PRIOR TO THAT
TIME, ANY OF THE EVENTS DESCRIBED IN SECTIONS 7(I), 7(J) AND 7(K) SHALL HAVE
OCCURRED OR IF THE INITIAL PURCHASERS SHALL DECLINE TO PURCHASE THE SECURITIES
FOR ANY REASON PERMITTED UNDER THIS AGREEMENT.
11.
REIMBURSEMENT OF INITIAL PURCHASERS' EXPENSES.
IF THE ISSUERS SHALL
FAIL TO TENDER THE SECURITIES FOR DELIVERY TO THE INITIAL PURCHASERS (I) BY
REASON OF ANY FAILURE, REFUSAL OR INABILITY OF THE ISSUERS OR THE GUARANTORS TO
PERFORM ANY AGREEMENT ON THEIR RESPECTIVE PARTS TO BE PERFORMED, (II) BECAUSE
ANY OTHER CONDITION TO THE INITIAL PURCHASERS' OBLIGATIONS HEREUNDER REQUIRED TO
BE FULFILLED BY ANY OF THE ISSUERS OR THE GUARANTORS IS NOT FULFILLED FOR ANY
REASON OR (III) BECAUSE THE INITIAL PURCHASERS SHALL DECLINE TO PURCHASE THE
SECURITIES FOR ANY REASON PERMITTED UNDER THIS AGREEMENT, THE ISSUERS WILL
REIMBURSE THE INITIAL PURCHASERS FOR ALL REASONABLE OUT-OF-POCKET EXPENSES
(INCLUDING REASONABLE FEES AND DISBURSEMENTS OF COUNSEL) INCURRED BY THE INITIAL
PURCHASERS IN CONNECTION WITH THIS AGREEMENT AND THE PROPOSED PURCHASE OF THE
SECURITIES, AND UPON DEMAND THE ISSUERS SHALL PAY THE FULL AMOUNT THEREOF TO THE
REPRESENTATIVES; PROVIDED, HOWEVER, THAT IF THIS AGREEMENT IS TERMINATED
PURSUANT TO SECTION 7(K) (OTHER THAN DUE TO SECTION 7(K)(II)) OR PURSUANT TO
SECTION 9 BY REASON OF THE DEFAULT OF ONE OR MORE INITIAL PURCHASERS, THE
ISSUERS SHALL NOT BE OBLIGATED TO REIMBURSE ANY INITIAL PURCHASER ON ACCOUNT OF
THOSE EXPENSES.
12.
OFFER, SALE AND RESALE PROCEDURES.
EACH OF THE INITIAL PURCHASERS, ON
THE ONE HAND, AND THE ISSUERS AND THE GUARANTORS, ON THE OTHER HAND, HEREBY
AGREES THAT THEY HAVE OBSERVED AND WILL OBSERVE THE FOLLOWING PROCEDURES IN
CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES:
(A)
OFFERS AND SALES OF THE SECURITIES WILL BE MADE ONLY BY THE
INITIAL PURCHASERS OR AFFILIATES THEREOF QUALIFIED TO DO SO IN THE JURISDICTIONS
IN WHICH SUCH OFFERS OR SALES ARE MADE.
EACH SUCH OFFER OR SALE SHALL ONLY BE
MADE TO PERSONS WHOM THE OFFEROR OR SELLER REASONABLY BELIEVES TO BE QUALIFIED
INSTITUTIONAL BUYERS OR NON-U.S. PERSONS OUTSIDE THE UNITED STATES TO WHOM THE
OFFEROR OR SELLER REASONABLY BELIEVES OFFERS AND SALES OF THE SECURITIES MAY BE
MADE IN RELIANCE UPON REGULATION S UPON THE TERMS AND CONDITIONS SET FORTH IN
SCHEDULE 4 ATTACHED HERETO, WHICH SCHEDULE 4 IS HEREBY EXPRESSLY MADE A PART
HEREOF.
28
(B)
THE SECURITIES WILL BE OFFERED BY APPROACHING PROSPECTIVE
SUBSEQUENT PURCHASERS ON AN INDIVIDUAL BASIS.
NO GENERAL SOLICITATION OR
GENERAL ADVERTISING (WITHIN THE MEANING OF RULE 502 UNDER THE SECURITIES ACT)
WILL BE USED IN THE UNITED STATES IN CONNECTION WITH THE OFFERING OF THE
SECURITIES.
(C)
UPON ORIGINAL ISSUANCE BY THE COMPANY, AND UNTIL SUCH TIME AS THE
SAME IS NO LONGER REQUIRED UNDER THE APPLICABLE REQUIREMENTS OF THE SECURITIES
ACT, THE NOTES (AND ALL SECURITIES ISSUED IN EXCHANGE THEREFOR OR IN
SUBSTITUTION THEREOF, OTHER THAN THE EXCHANGE NOTES) SHALL BEAR THE FOLLOWING
LEGEND AND SUCH OTHER LEGENDS AS