AMOUNT OF ANY DAMAGES WHICH
SUCH INITIAL PURCHASER HAS OTHERWISE PAID OR BECOME LIABLE TO PAY BY REASON OF
ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION.
NO
PERSON GUILTY OF FRAUDULENT MISREPRESENTATION (WITHIN THE MEANING OF
SECTION 11(F) OF THE SECURITIES ACT) SHALL BE ENTITLED TO CONTRIBUTION FROM ANY
PERSON WHO WAS NOT GUILTY OF SUCH FRAUDULENT MISREPRESENTATION.
The Initial Purchasers' obligations to contribute as provided in this Section 10
are several in proportion to their respective purchase obligations and not
joint.
11.
PERSONS ENTITLED TO BENEFIT OF AGREEMENT.
THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF AND BE BINDING UPON THE INITIAL PURCHASERS, THE COMPANY, THE NOTE
GUARANTORS AND THEIR RESPECTIVE SUCCESSORS.
THIS AGREEMENT AND THE TERMS AND
PROVISIONS HEREOF ARE FOR THE SOLE BENEFIT OF ONLY THOSE PERSONS, EXCEPT AS
PROVIDED IN SECTIONS 9 AND 10 WITH RESPECT TO AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, REPRESENTATIVES, AGENTS AND CONTROLLING PERSONS OF THE COMPANY, THE
NOTE GUARANTORS AND THE INITIAL PURCHASERS AND IN SECTION 4(E) WITH RESPECT TO
HOLDERS AND
27
PROSPECTIVE PURCHASERS OF THE NOTES.
NOTHING IN THIS AGREEMENT IS INTENDED OR
SHALL BE CONSTRUED TO GIVE ANY PERSON, OTHER THAN THE PERSONS REFERRED TO IN
THIS SECTION 11, ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR IN
RESPECT OF THIS AGREEMENT OR ANY PROVISION CONTAINED HEREIN.
12.
EXPENSES.
THE COMPANY AND THE NOTE GUARANTORS AGREE WITH THE INITIAL
PURCHASERS TO PAY (A) THE COSTS INCIDENT TO THE AUTHORIZATION, ISSUANCE, SALE,
PREPARATION AND DELIVERY OF THE NOTES AND ANY TAXES PAYABLE IN THAT CONNECTION;
(B) THE COSTS INCIDENT TO THE PREPARATION, PRINTING AND DISTRIBUTION OF THE
PRELIMINARY OFFERING MEMORANDUM, THE OFFERING MEMORANDUM AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO; (C) THE COSTS OF REPRODUCING AND DISTRIBUTING EACH OF THE
TRANSACTION DOCUMENTS; (D) THE COSTS INCIDENT TO THE PREPARATION, PRINTING AND
DELIVERY OF THE CERTIFICATES EVIDENCING THE NOTES, INCLUDING STAMP DUTIES AND
TRANSFER TAXES, IF ANY, PAYABLE UPON ISSUANCE OF THE NOTES; (E) THE FEES AND
EXPENSES OF THE COMPANY'S COUNSEL AND INDEPENDENT ACCOUNTANTS; (F) THE FEES AND
EXPENSES OF QUALIFYING THE NOTES UNDER THE SECURITIES LAWS OF THE SEVERAL
JURISDICTIONS AS PROVIDED IN SECTION 4(G) AND OF PREPARING, PRINTING AND
DISTRIBUTING BLUE SKY MEMORANDA (INCLUDING RELATED FEES AND EXPENSES OF COUNSEL
FOR THE INITIAL PURCHASERS); (G) ANY FEES CHARGED BY RATING AGENCIES FOR RATING
THE NOTES; (H) THE FEES AND EXPENSES OF THE TRUSTEE AND ANY PAYING AGENT
(INCLUDING RELATED FEES AND EXPENSES OF ANY COUNSEL TO SUCH PARTIES); (I) ALL
EXPENSES AND APPLICATION FEES INCURRED IN CONNECTION WITH THE APPLICATION FOR
THE INCLUSION OF THE NOTES ON THE PORTAL MARKET AND THE APPROVAL OF THE NOTES
FOR BOOK-ENTRY TRANSFER BY DTC; (J) ONE-HALF THE COST OF AIR TRAVEL IN
CONNECTION WITH THE "ROAD SHOW" UNDERTAKEN IN CONNECTION WITH THE OFFERING OF
THE NOTES (AND THE COMPANY, THE NOTE GUARANTORS AND THE INITIAL PURCHASERS AGREE
THAT IN CONNECTION WITH SUCH ROAD SHOW THE INITIAL PURCHASERS SHALL PAY THE
RENTAL COSTS FOR THE VENUES USED