INITIAL PURCHASER OR THE COMPANY, EXCEPT THAT THE
COMPANY AND THE NOTE GUARANTORS WILL CONTINUE TO BE LIABLE FOR THE PAYMENT OF
EXPENSES TO THE EXTENT SET FORTH IN SECTIONS 8 AND 12 AND EXCEPT THAT THE
PROVISIONS OF SECTIONS 9 AND 10 SHALL NOT TERMINATE AND SHALL REMAIN IN EFFECT.
AS USED IN THIS AGREEMENT, THE TERM "INITIAL PURCHASERS" INCLUDES, FOR ALL
PURPOSES OF THIS AGREEMENT UNLESS THE CONTEXT OTHERWISE REQUIRES, ANY PARTY NOT
LISTED IN SCHEDULE 1 HERETO THAT, PURSUANT TO THIS SECTION 7, PURCHASES NOTES
WHICH A DEFAULTING INITIAL PURCHASER AGREED BUT FAILED TO PURCHASE.
(B)
NOTHING CONTAINED HEREIN SHALL RELIEVE A DEFAULTING INITIAL PURCHASER OF
ANY LIABILITY IT MAY HAVE TO THE COMPANY OR ANY NON-DEFAULTING INITIAL PURCHASER
FOR DAMAGES CAUSED BY ITS DEFAULT. IF OTHER PERSONS ARE OBLIGATED OR AGREE TO
PURCHASE THE NOTES OF A DEFAULTING INITIAL PURCHASER, EITHER THE NON-DEFAULTING
INITIAL PURCHASERS OR THE COMPANY MAY POSTPONE THE CLOSING DATE FOR UP TO SEVEN
FULL BUSINESS DAYS IN ORDER TO EFFECT ANY CHANGES THAT IN THE OPINION OF COUNSEL
FOR THE COMPANY OR COUNSEL FOR THE INITIAL PURCHASERS MAY BE NECESSARY IN THE
OFFERING MEMORANDUM OR IN ANY OTHER DOCUMENT OR ARRANGEMENT, AND THE COMPANY
AGREES TO PROMPTLY PREPARE ANY AMENDMENT OR SUPPLEMENT TO THE OFFERING
MEMORANDUM THAT EFFECTS ANY SUCH CHANGES.
8.
REIMBURSEMENT OF INITIAL PURCHASERS' EXPENSES.
IF (A) THIS AGREEMENT SHALL
HAVE BEEN TERMINATED PURSUANT TO SECTION 6, (B) THE COMPANY SHALL FAIL TO TENDER
THE NOTES FOR DELIVERY TO THE INITIAL PURCHASERS (UNLESS THE INITIAL PURCHASERS
HAD FAILED TO COMPLY WITH THEIR REPRESENTATIONS, WARRANTIES AND AGREEMENTS SET
FORTH IN SECTION 2 HEREOF) OR (C) THE INITIAL PURCHASERS SHALL DECLINE TO
PURCHASE THE NOTES FOR ANY REASON PERMITTED UNDER THIS AGREEMENT, THE COMPANY
AND THE NOTE GUARANTORS SHALL REIMBURSE THE INITIAL PURCHASERS FOR SUCH
OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE FEES AND DISBURSEMENTS OF COUNSEL)
AS SHALL HAVE BEEN REASONABLY INCURRED BY THE INITIAL PURCHASERS IN CONNECTION
WITH THIS AGREEMENT AND THE PROPOSED PURCHASE AND RESALE OF THE NOTES.
9.
INDEMNIFICATION.
(A)
THE COMPANY AND EACH OF THE NOTE GUARANTORS SHALL
JOINTLY AND SEVERALLY INDEMNIFY AND HOLD HARMLESS EACH INITIAL PURCHASER, ITS
AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND
AGENTS, AND EACH PERSON, IF ANY, WHO CONTROLS ANY INITIAL PURCHASER WITHIN THE
MEANING OF THE SECURITIES ACT OR THE EXCHANGE ACT (COLLECTIVELY REFERRED TO FOR
PURPOSES OF THIS SECTION 9(A) AND SECTION 10 AS AN INITIAL PURCHASER), FROM AND
AGAINST ANY LOSS, CLAIM, DAMAGE OR LIABILITY, JOINT OR SEVERAL, OR ANY ACTION IN
RESPECT THEREOF (INCLUDING, WITHOUT LIMITATION, ANY LOSS, CLAIM, DAMAGE,
LIABILITY OR ACTION RELATING TO PURCHASES AND SALES OF THE NOTES), TO WHICH THAT
INITIAL PURCHASER MAY BECOME SUBJECT, WHETHER COMMENCED OR THREATENED, UNDER THE
SECURITIES ACT, THE EXCHANGE ACT, ANY OTHER FEDERAL OR STATE STATUTORY LAW OR
REGULATION, AT COMMON LAW OR OTHERWISE, INSOFAR AS SUCH LOSS, CLAIM, DAMAGE,
LIABILITY OR ACTION ARISES OUT OF, OR IS BASED UPON, (I) ANY UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OF A