PURCHASE OF
THE SECURITIES OF A DEFAULTING INITIAL PURCHASER OR INITIAL PURCHASERS BY THE
NON-DEFAULTING INITIAL PURCHASERS AND THE COMPANY AS PROVIDED IN PARAGRAPH (A)
ABOVE, THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SECURITIES THAT REMAINS
UNPURCHASED EXCEEDS ONE-ELEVENTH OF THE AGGREGATE PRINCIPAL AMOUNT OF ALL THE
SECURITIES, OR IF THE COMPANY SHALL NOT EXERCISE THE RIGHT DESCRIBED IN
PARAGRAPH (B) ABOVE, THEN THIS AGREEMENT SHALL TERMINATE WITHOUT LIABILITY ON
THE PART OF THE NON-DEFAULTING INITIAL PURCHASERS. ANY TERMINATION OF THIS
AGREEMENT PURSUANT TO THIS SECTION 9 SHALL BE WITHOUT LIABILITY ON THE PART OF
THE COMPANY OR THE GUARANTORS, EXCEPT THAT THE COMPANY AND EACH OF THE
GUARANTORS WILL CONTINUE TO BE LIABLE FOR THE PAYMENT OF EXPENSES AS SET FORTH
IN SECTION 10 HEREOF AND EXCEPT THAT THE PROVISIONS OF SECTION 7 HEREOF SHALL
NOT TERMINATE AND SHALL REMAIN IN EFFECT.
(D)
NOTHING CONTAINED HEREIN SHALL RELIEVE A DEFAULTING INITIAL
PURCHASER OF ANY LIABILITY IT MAY HAVE TO THE COMPANY, THE GUARANTORS OR ANY
NON-DEFAULTING INITIAL PURCHASER FOR DAMAGES CAUSED BY ITS DEFAULT.
10.
PAYMENT OF EXPENSES. (A) WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT ARE CONSUMMATED OR THIS AGREEMENT IS TERMINATED,
THE COMPANY AND EACH OF THE GUARANTORS JOINTLY AND SEVERALLY AGREE TO PAY OR
CAUSE TO BE PAID ALL COSTS AND EXPENSES INCIDENT TO THE PERFORMANCE OF THEIR
RESPECTIVE OBLIGATIONS HEREUNDER, INCLUDING WITHOUT LIMITATION, (I) THE COSTS
INCIDENT TO THE AUTHORIZATION, ISSUANCE, SALE,
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PREPARATION AND DELIVERY OF THE SECURITIES AND ANY TAXES PAYABLE IN THAT
CONNECTION; (II) THE COSTS INCIDENT TO THE PREPARATION AND PRINTING OF THE
PRELIMINARY OFFERING MEMORANDUM, ANY OTHER TIME OF SALE INFORMATION, ANY ISSUER
WRITTEN COMMUNICATION AND THE OFFERING MEMORANDUM (INCLUDING ANY AMENDMENT OR
SUPPLEMENT THERETO) AND THE DISTRIBUTION THEREOF; (III) THE COSTS OF REPRODUCING
AND DISTRIBUTING EACH OF THE TRANSACTION DOCUMENTS; (IV) THE FEES AND EXPENSES
OF THE COMPANY'S AND THE GUARANTORS' COUNSEL AND INDEPENDENT ACCOUNTANTS; (V)
THE FEES AND EXPENSES INCURRED IN CONNECTION WITH THE REGISTRATION OR
QUALIFICATION AND DETERMINATION OF ELIGIBILITY FOR INVESTMENT OF THE SECURITIES
UNDER THE LAWS OF SUCH JURISDICTIONS AS THE REPRESENTATIVE MAY DESIGNATE AND THE
PREPARATION, PRINTING AND DISTRIBUTION OF A BLUE SKY MEMORANDUM (INCLUDING THE
RELATED REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE INITIAL
PURCHASERS); (VI) ANY FEES CHARGED BY RATING AGENCIES FOR RATING THE SECURITIES;
(VII) THE FEES AND EXPENSES OF THE TRUSTEE AND ANY PAYING AGENT (INCLUDING
RELATED FEES AND EXPENSES OF ANY COUNSEL TO SUCH PARTIES); (VIII) ALL EXPENSES
AND APPLICATION FEES INCURRED IN CONNECTION WITH THE APPLICATION FOR THE
INCLUSION OF THE SECURITIES ON THE PORTAL MARKET AND THE APPROVAL OF THE
SECURITIES FOR BOOK-ENTRY TRANSFER BY DTC; AND (IX) ALL EXPENSES INCURRED BY THE
COMPANY IN CONNECTION WITH ANY "ROAD SHOW" PRESENTATION TO POTENTIAL INVESTORS,
PROVIDED THAT ONE HALF OF THE COSTS OF ANY AIRCRAFT CHARTERED IN CONNECTION WITH
THE ROAD SHOW WILL BE PAID BY THE INITIAL PURCHASERS. IT IS UNDERSTOOD THAT
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION (A) AND (B) AND SECTION