COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL OTHER
STEPS NECESSARY TO EFFECT THE REGISTRATION OF THE SECURITIES COVERED BY A
REGISTRATION STATEMENT CONTEMPLATED HEREBY.
(W)
EACH HOLDER AND EACH PARTICIPATING BROKER-DEALER AGREES BY ACQUISITION OF
INITIAL SECURITIES OR EXCHANGE SECURITIES THAT, UPON THE COMPANY PROVIDING
NOTICE TO SUCH HOLDER OR PARTICIPATING BROKER-DEALER, AS THE CASE MAY BE, THAT
THE BOARD OF DIRECTORS OF THE COMPANY HAS RESOLVED THAT THE COMPANY HAS A BONA
FIDE BUSINESS PURPOSE FOR DOING SO, THEN, UPON PROVIDING SUCH NOTICE (WHICH
SHALL REFER TO THIS SECTION 3(W)), THE COMPANY MAY DELAY THE FILING OR THE
EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT (IF NOT THEN FILED OR
EFFECTIVE, AS APPLICABLE) AND SHALL NOT BE REQUIRED TO MAINTAIN THE
EFFECTIVENESS THEREOF OR AMEND OR SUPPLEMENT THE SHELF REGISTRATION STATEMENT
STATEMENT, IN ALL CASES, FOR A PERIOD (A "DELAY PERIOD") EXPIRING UPON THE
EARLIER TO OCCUR OF THE DATE WHICH IS THE EARLIER OF (A) THE DATE ON WHICH SUCH
BUSINESS PURPOSE CEASES TO INTERFERE WITH THE COMPANY'S AND THE GUARANTORS'
OBLIGATIONS TO FILE OR MAINTAIN THE EFFECTIVENESS OF THE SHELF REGISTRATION
STATEMENT PURSUANT TO THIS AGREEMENT OR (B) 60 DAYS AFTER THE COMPANY NOTIFIES
THE HOLDERS OF SUCH GOOD FAITH DETERMINATION. THERE SHALL NOT BE MORE THAN 60
DAYS OF DELAY PERIODS DURING ANY 12-MONTH PERIOD. THE PERIOD OF EFFECTIVENESS OF
THE SHELF REGISTRATION STATEMENT PROVIDED FOR IN SECTION 2(B) ABOVE SHALL BE
EXTENDED BY A NUMBER OF DAYS EQUAL TO THE NUMBER OF DAYS DURING ANY DELAY
PERIOD. ANY DELAY PERIOD WILL NOT ALTER THE OBLIGATIONS OF THE COMPANY OR THE
GUARANTORS TO PAY ADDITIONAL INTEREST UNDER THE CIRCUMSTANCES SET FORTH IN
SECTION 6 HEREOF.
4.
REGISTRATION EXPENSES.
SUBJECT TO SECTION 8(C), ALL EXPENSES INCIDENT TO
THE COMPANY'S PERFORMANCE OF AND COMPLIANCE WITH THIS AGREEMENT WILL BE BORNE BY
THE COMPANY, REGARDLESS OF WHETHER A REGISTRATION STATEMENT IS EVER FILED OR
BECOMES EFFECTIVE, INCLUDING WITHOUT LIMITATION;
(I)
ALL REGISTRATION AND FILING FEES AND EXPENSES;
(II)
ALL FEES AND EXPENSES OF COMPLIANCE WITH FEDERAL SECURITIES AND STATE
"BLUE SKY" OR SECURITIES LAWS;
(III)
ALL EXPENSES OF PRINTING (INCLUDING PRINTING CERTIFICATES FOR THE
SECURITIES TO BE ISSUED IN THE REGISTERED EXCHANGE OFFER AND THE PRIVATE
EXCHANGE AND PRINTING OF PROSPECTUSES), MESSENGER AND DELIVERY SERVICES AND
TELEPHONE;
(IV)
ALL RATING AGENCY FEES;
(V)
ALL FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY;
13
(VI)
ALL APPLICATION AND FILING FEES IN CONNECTION WITH THE LISTING, IF ANY, OF
THE EXCHANGE SECURITIES ON A NATIONAL SECURITIES EXCHANGE OR AUTOMATED QUOTATION
SYSTEM PURSUANT TO THE REQUIREMENTS HEREOF;
(VII)
ALL FEES AND DISBURSEMENTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF
THE COMPANY (INCLUDING THE EXPENSES OF ANY SPECIAL AUDIT AND COMFORT LETTERS
REQUIRED BY OR INCIDENT TO SUCH PERFORMANCE);
(VIII)
ALL FEES AND DISBURSEMENTS RELATING TO THE QUALIFICATION OF THE
INDENTURE UNDER APPLICABLE SECURITIES LAWS;
(IX)
ALL PREMIUMS AND OTHER COSTS OF POLICIES OF INSURANCE MAINTAINED BY THE
COMPANY AGAINST LIABILITIES ARISING OUT OF THE PUBLIC OFFERING OF THE TRANSFER
RESTRICTED SECURITIES BEING REGISTERED;
(X)