TO PAY
(I) ALL COSTS, EXPENSES, FEES AND TAXES INCIDENT TO AND IN CONNECTION WITH THE
PERFORMANCE OF THE OBLIGATIONS OF THE ISSUERS AND PARENT UNDER THIS AGREEMENT,
INCLUDING:
(A) THE PREPARATION, PRINTING AND DISTRIBUTION OF THE TERM SHEET AND
THE OFFERING CIRCULAR AND ALL AMENDMENTS AND SUPPLEMENTS THERETO (INCLUDING,
WITHOUT LIMITATION, FINANCIAL STATEMENTS AND EXHIBITS), AND ALL PRELIMINARY AND
FINAL BLUE SKY MEMORANDA AND ALL OTHER AGREEMENTS, MEMORANDA, CORRESPONDENCE AND
OTHER DOCUMENTS PREPARED AND DELIVERED IN CONNECTION HEREWITH (INCLUDING THE
FURNISHING OF COPIES OF THE FOREGOING TO THE INITIAL PURCHASER AND SUCH OTHER
PERSONS AS THE INITIAL PURCHASER MAY DESIGNATE), (B) THE PRINTING, PROCESSING
AND DISTRIBUTION (INCLUDING, WITHOUT LIMITATION, WORD PROCESSING AND DUPLICATION
COSTS) AND DELIVERY OF EACH OF THE OPERATIVE DOCUMENTS AND ANY OTHER AGREEMENTS
OR DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS, (C) THE PREPARATION, ISSUANCE
AND DELIVERY OF THE NOTES, INCLUDING THE FEES AND EXPENSES OF THE TRUSTEE AND
THE SECURED PARTY (INCLUDING FEES AND EXPENSES OF THEIR RESPECTIVE COUNSEL) AND
THE COST OF THEIR RESPECTIVE PERSONNEL, AND ALL COSTS AND EXPENSES RELATED TO
THE DELIVERY OF THE NOTES TO THE INITIAL PURCHASER AND PURSUANT TO EXEMPT
RESALES, INCLUDING ANY TRANSFER OR OTHER TAXES PAYABLE THEREON, AND (D) THE
QUALIFICATION OF THE NOTES FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY
LAWS OF THE SEVERAL STATES (INCLUDING, WITHOUT LIMITATION, FILING FEES AND FEES
AND DISBURSEMENTS OF THE INITIAL PURCHASER'S COUNSEL RELATING TO SUCH
REGISTRATION OR QUALIFICATION AND THE PREPARATION OF MEMORANDA RELATED THERETO);
(II) ALL FEES AND EXPENSES OF THE COUNSEL AND ACCOUNTANTS OF THE ISSUERS AND
PARENT AND THEIR RESPECTIVE DIRECT AND INDIRECT PARENTS AND SUBSIDIARIES;
(III) ALL EXPENSES AND LISTING FEES IN CONNECTION WITH THE APPLICATION FOR
QUOTATION OF THE NOTES IN THE PORTALSM MARKET ("PORTAL") OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. ("NASD"); (IV) ALL FEES AND EXPENSES
(INCLUDING FEES AND EXPENSES OF COUNSEL) OF THE ISSUERS IN CONNECTION WITH
APPROVAL OF THE NOTES BY DTC FOR "BOOK-ENTRY" TRANSFER; (V) ALL FEES CHARGED BY
RATING AGENCIES IN CONNECTION WITH THE RATING OF THE NOTES; (VI) THE COSTS AND
CHARGES OF ANY TRANSFER AGENT, REGISTRAR AND/OR DEPOSITARY (INCLUDING DTC);
(VII) ALL COSTS AND EXPENSES IN CONNECTION WITH THE CREATION AND PERFECTION OF
THE SECURITY INTERESTS (INCLUDING, WITHOUT LIMITATION, FILING AND RECORDING
FEES, SEARCH FEES, TAXES AND COSTS OF TITLE POLICIES); (VIII) ALL COSTS AND
EXPENSES OF THE TRANSACTIONS (INCLUDING, WITHOUT LIMITATION, FILING AND
RECORDING FEES); AND (IX) ALL FEES AND EXPENSES (INCLUDING REASONABLE FEES AND
EXPENSES OF COUNSEL) INCURRED BY THE INITIAL PURCHASER IN CONNECTION WITH THE
PREPARATION, NEGOTIATION AND EXECUTION, AS APPLICABLE, OF THE OPERATIVE
DOCUMENTS AND ANY OTHER AGREEMENTS OR DOCUMENTS IN CONNECTION WITH THE
TRANSACTIONS AND THE CONSUMMATION OF THE TRANSACTIONS.
(G)
USE OF PROCEEDS.
TO USE THE PROCEEDS FROM
THE SALE OF THE NOTES IN THE MANNER DESCRIBED IN THE OFFERING CIRCULAR UNDER THE
CAPTION "USE OF PROCEEDS."
(H)
WAIVER OF CERTAIN LAWS.
TO THE EXTENT IT
MAY LAWFULLY DO SO, NOT TO INSIST UPON, PLEAD, OR IN