into account in determining whether Additional Interest is due pursuant
to Section 5 hereof or the amount of such Additional Interest, it being agreed
that the Company's option to suspend use of a Registration Statement pursuant to
this paragraph shall be treated as a Registration Default for purposes of
Section 5 hereof.
SECTION 7.
REGISTRATION EXPENSES.
(A)
ALL EXPENSES INCIDENT TO THE COMPANY'S AND THE GUARANTOR'S
PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT WILL BE BORNE BY THE COMPANY
AND THE GUARANTORS, JOINTLY AND SEVERALLY, REGARDLESS OF WHETHER A REGISTRATION
STATEMENT BECOMES EFFECTIVE, INCLUDING, WITHOUT LIMITATION: (I) ALL REGISTRATION
AND FILING FEES AND EXPENSES (INCLUDING FILINGS MADE BY ANY INITIAL PURCHASER OR
HOLDER WITH FINRA (AND, IF APPLICABLE, THE FEES AND EXPENSES OF ANY "QUALIFIED
INDEPENDENT UNDERWRITER" AND ITS COUNSEL THAT MAY BE REQUIRED BY THE RULES AND
REGULATIONS OF FINRA)); (II) ALL FEES AND EXPENSES OF COMPLIANCE WITH FEDERAL
SECURITIES AND STATE SECURITIES OR BLUE SKY LAWS; (III) ALL EXPENSES OF PRINTING
(INCLUDING PRINTING CERTIFICATES FOR THE EXCHANGE SECURITIES TO BE ISSUED IN THE
EXCHANGE OFFER AND PRINTING OF PROSPECTUSES), MESSENGER AND DELIVERY SERVICES
AND TELEPHONE; (IV) ALL FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY, THE
GUARANTORS AND, SUBJECT TO SECTION 7(B) HEREOF, THE HOLDERS OF TRANSFER
RESTRICTED SECURITIES; (V) ALL APPLICATION AND FILING FEES IN CONNECTION WITH
LISTING THE EXCHANGE SECURITIES ON A SECURITIES EXCHANGE OR AUTOMATED QUOTATION
SYSTEM PURSUANT TO THE REQUIREMENTS THEREOF; AND (VI) ALL FEES AND DISBURSEMENTS
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY AND THE GUARANTORS
15
(including the expenses of any special audit and comfort letters required by or
incident to such performance).
Each of the Company and the Guarantors will, in any event, bear its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.
(B)
IN CONNECTION WITH ANY REGISTRATION STATEMENT REQUIRED BY THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE EXCHANGE OFFER REGISTRATION
STATEMENT AND THE SHELF REGISTRATION STATEMENT), THE COMPANY AND THE GUARANTORS,
JOINTLY AND SEVERALLY, WILL REIMBURSE THE INITIAL PURCHASERS AND THE HOLDERS OF
TRANSFER RESTRICTED SECURITIES BEING TENDERED IN THE EXCHANGE OFFER AND/OR
RESOLD PURSUANT TO THE "PLAN OF DISTRIBUTION" CONTAINED IN THE EXCHANGE OFFER
REGISTRATION STATEMENT OR REGISTERED PURSUANT TO THE SHELF REGISTRATION
STATEMENT, AS APPLICABLE, FOR THE REASONABLE FEES AND DISBURSEMENTS OF NOT MORE
THAN ONE COUNSEL, WHO SHALL BE CAHILL GORDON & REINDEL LLP OR SUCH OTHER COUNSEL
AS MAY BE CHOSEN BY THE HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF THE
TRANSFER RESTRICTED SECURITIES FOR WHOSE BENEFIT SUCH REGISTRATION STATEMENT IS
BEING PREPARED.
SECTION 8.
INDEMNIFICATION.
(A)
THE COMPANY AND THE GUARANTORS, JOINTLY AND SEVERALLY, AGREE TO
INDEMNIFY AND HOLD HARMLESS (I) EACH HOLDER AND (II) EACH PERSON, IF ANY, WHO
CONTROLS (WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20
OF THE EXCHANGE