Common use of Incorporated Clause in Contracts

Incorporated. (l) To pay all expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement including all financial statements, schedules and exhibits and the Prospectus and all amendments and supplements thereto; (ii) the preparation, issuance and delivery to you of the Securities; (iii) the fees and disbursements of the Company's counsel and accountants and of the Trustee and its counsel; (iv) the qualification of the Securities under the state securities or blue sky laws in accordance with the provisions of Section 6(g) herein, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the preliminary and final state securities laws or blue sky surveys (the "Blue Sky Surveys") or any Legal Investment Memoranda; (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of each Preliminary Prospectus and the Prospectus and any amendments or supplements thereto; (vi) the printing and delivery to the Underwriters of copies of the Blue Sky Surveys or any Legal Investment Memoranda; (vii) any fees charged by rating agencies for the rating of the Securities or the listing, if any, of the Securities on the NYSE; (viii) the filing fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. (the "NASD") made in connection with the offering of the Securities; (ix) any expenses incurred by the Company in connection with a "road show" presentation to potential investors and (x) document production charges, if any, of counsel to the Underwriters incurred in connection with the preparation of the Indenture.

Incorporated. (lg) To pay all expenses incident expexxxx xnxxxxxx to the performance of its obligations under this Agreement, includingincluding but not limited to: (i) the preparation and filing of the Registration Statement including all financial statements, schedules and exhibits and the Prospectus and all amendments and supplements thereto; (ii) the preparation, issuance and delivery to you of the SecuritiesNotes; (iii) the fees and disbursements of counsel to the Company's counsel ; (iv) all fees and accountants and expenses of the Trustee and its counsel and of the Collateral Agent and its counsel; (ivv) the qualification of the Securities Notes under the state securities or blue sky Blue Sky laws in accordance with the provisions of Section 6(g) herein6.(d), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the preliminary and final state securities laws or blue sky surveys (the "any Blue Sky Surveys") or any Legal Investment Memoranda; (vvi) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of each Preliminary Prospectus preliminary prospectus and the Prospectus and any amendments or supplements thereto; (vivii) the printing and delivery to the Underwriters of copies of the any Blue Sky Surveys or any Legal Investment Memoranda; (viiviii) any fees charged by rating agencies for the rating of the Securities or the listing, if any, of the Securities on the NYSENotes; (viiiix) the filing fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. (the "NASD") made in connection with the offering of the SecuritiesNotes; (ixx) any expenses incurred by the Company in connection with a "road show" presentation to potential investors investors; (xi) any tax, imposts or duties described in paragraph (u) of Section 1 hereof; and (xxii) document production charges, if any, certain fees and disbursements of counsel to for the Underwriters incurred in connection with the preparation of the IndentureUnderwriters.

Incorporated. (lg) To Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's and the Guarantor's counsel and the Company's and the Guarantor's accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement including all financial statementsStatement, schedules and exhibits and any preliminary prospectus, the Prospectus and all amendments and supplements thereto; of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the preparation, issuance transfer and delivery to you of the Securities; Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the fees reasonable cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and disbursements sale of the Company's counsel Securities under state law and accountants and of the Trustee and its counsel; (iv) all expenses in connection with the qualification of the Securities and the Guarantee for offer and sale under the state securities or blue sky laws law as provided in accordance with the provisions of Section 6(g6(d) hereinhereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of the preliminary and final state securities laws or blue sky surveys (the "Blue Sky Surveys"or legal investment memorandum, (iv) or any Legal Investment Memoranda; (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of each Preliminary Prospectus and the Prospectus and any amendments or supplements thereto; (vi) the printing and delivery to the Underwriters of copies of the Blue Sky Surveys or any Legal Investment Memoranda; (vii) any fees charged by rating agencies for the rating of the Securities or the listing, if any, of the Securities on the NYSE; (viii) the filing fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. (the "NASD") made in connection with the offering of the Securities; (ix) any expenses incurred by the Company in connection with a "road show" presentation to potential investors reasonable fees and (x) document production charges, if any, disbursements of counsel to the Underwriters incurred in connection with the preparation review and qualification of the Indentureoffering of the Securities by the National Association of Securities Dealers, Inc., (v) any fees charged by the rating agencies for the rating of the Securities and the Guarantee, (vi) the cost of printing certificates representing the Securities, (vii) the costs and charges of any trustee and any transfer agent, registrar or depositary, (viii) the cost of the preparation, issuance and delivery of the Securities, (ix) the reasonable costs and expenses of the Company and the Guarantor relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and the cost of any aircraft chartered in connection with the road show and (x) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 7 entitled "Indemnity and Contribution", and the last paragraph of Section 9 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

Incorporated. (lg) To pay all expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement including all financial statements, schedules and exhibits and the Prospectus and all amendments and supplements thereto; (ii) the preparation, issuance and delivery to you of the Securities; (iii) the fees and disbursements of the Company's counsel and accountants and of the Trustee and its counsel; (iv) the qualification of the Securities under the state securities or blue sky Blue Sky laws in accordance with the provisions of Section 6(g) herein6(d), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the preliminary and final state securities laws or blue sky surveys (the "any Blue Sky Surveys") or any Legal Investment Memoranda; (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of each Preliminary Prospectus preliminary prospectus and the Prospectus and any amendments or supplements thereto; (vi) the printing and delivery to the Underwriters of copies of the any Blue Sky Surveys or any Legal Investment Memoranda; (vii) any fees charged by rating agencies for the rating of the Securities or the listing, if any, of the Securities on the NYSESecurities; (viii) the filing fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. (the "NASD") made in connection with the offering of the Securities; (ix) any expenses incurred by the Company in connection with a "road show" presentation to potential investors and (x) document production charges, if any, of counsel to the Underwriters incurred in connection with the preparation of the Indenture.made

Incorporated. (lg) To Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement including all financial statementsStatement, schedules and exhibits and any preliminary prospectus, the Prospectus and all amendments and supplements thereto; to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the preparation, issuance transfer and delivery to you of the Securities; Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the fees cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and disbursements sale of the Company's counsel Securities under state law and accountants and of the Trustee and its counsel; (iv) all expenses in connection with the qualification of the Securities for offer and sale under the state securities or blue sky laws law as provided in accordance with the provisions of Section 6(g6(d) hereinhereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith with such qualification and in connection with the preparation of the preliminary and final state securities laws or blue sky surveys (the "Blue Sky Surveys"or legal investment memorandum, (iv) or any Legal Investment Memoranda; (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of each Preliminary Prospectus and the Prospectus and any amendments or supplements thereto; (vi) the printing and delivery to the Underwriters of copies of the Blue Sky Surveys or any Legal Investment Memoranda; (vii) any fees charged by rating agencies for the rating of the Securities or the listing, if any, of the Securities on the NYSE; (viii) the filing fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. (the "NASD") made in connection with the offering of the Securities; (ix) any expenses incurred by the Company in connection with a "road show" presentation to potential investors reasonable fees and (x) document production charges, if any, disbursements of counsel to the Underwriters incurred in connection with the preparation review and qualification of the Indentureoffering of the Securities by the National Association of Securities Dealers, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of printing certificates representing the Securities, (vii) the costs and charges of any trustee, transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 7 entitled "Indemnity and Contribution", and the last paragraph of Section 9 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

Incorporated. The Guarantor and the Company have filed with the Securities and Exchange Commission (lthe "Commission") To pay all expenses incident three shelf registration statements on Form S-3 (File No. 333-41579, File No. 333-28649 and File No. 333-13307) relating to certain classes of securities ("Registration Statement 333-41579", "Registration Statement 333-28649" and "Registration Statement 333-13307," respectively; Registration Statement 333-41579, Registration Statement 333-28649 and Registration Statement 333-13307, collectively, including the exhibits to each thereto and the documents filed by the Guarantor with the Commission pursuant to the performance Securities Exchange Act of its obligations under 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are incorporated by reference therein, as amended at the date hereof, being herein referred to as the "Registration Statements") and, in each case, the offering thereof from time to time in accordance with Rule 415 of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"). The Guarantor and the Company have prepared and will file an amendment to such Registration Statements, including a final prospectus and a final prospectus supplement, promptly after execution and delivery of this Agreement. A prospectus supplement reflecting the terms of the Notes, including: the terms of the offering thereof and the other matters set forth therein, as further specified in Section 5(b) hereof, will be prepared and filed together with the basic prospectus referred to below (i) such prospectus supplement, in the preparation form first furnished to the Underwriters for use in the confirmation of sales of the Notes, being herein referred to as the "Prospectus Supplement" and any such prospectus supplement in the form or forms filed prior to the filing of the Prospectus Supplement being herein referred to as a "Preliminary Prospectus Supplement"). The basic prospectus included in the Registration Statement including Statements relating to all financial statementsofferings of debt securities under the Registration Statements, schedules and exhibits and as supplemented by the Prospectus Supplement, and all amendments and supplements thereto; (ii) including the preparationdocuments incorporated by reference therein, issuance and delivery to you of the Securities; (iii) the fees and disbursements of the Company's counsel and accountants and of the Trustee and its counsel; (iv) the qualification of the Securities under the state securities or blue sky laws in accordance with the provisions of Section 6(g) herein, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the preliminary and final state securities laws or blue sky surveys (is herein called the "Blue Sky SurveysProspectus") or any Legal Investment Memoranda; (v) the printing and delivery . Any reference herein to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of each Preliminary Prospectus and the Prospectus and any amendments terms "amendment" or supplements thereto; (vi) the printing and delivery to the Underwriters of copies of the Blue Sky Surveys or any Legal Investment Memoranda; (vii) any fees charged by rating agencies for the rating of the Securities or the listing, if any, of the Securities on the NYSE; (viii) the filing fees and expenses, if any, incurred "supplement" with respect to the Registration Statements, the Prospectus, any filing Preliminary Prospectus Supplement or any preliminary prospectus shall be deemed to refer to and include any documents filed with the National Association of Securities DealersCommission under the Exchange Act after the date hereof, Inc. (the "NASD") made in connection date the Prospectus is filed with the offering Commission, or the date of such Preliminary Prospectus Supplement or preliminary prospectus, as the Securities; (ix) any expenses incurred case may be, and incorporated therein by reference pursuant to Item 12 of Form S-3 under the Company in connection with a "road show" presentation to potential investors and (x) document production charges, if any, of counsel to the Underwriters incurred in connection with the preparation of the IndentureSecurities Act.