BE RESUMED,
AND HAS RECEIVED COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE
INCORPORATED BY REFERENCE IN THE PROSPECTUS (IN EACH CASE, THE "RECOMMENCEMENT
DATE").
EACH HOLDER RECEIVING A SUSPENSION NOTICE HEREBY AGREES THAT IT WILL
EITHER (I) DESTROY ANY PROSPECTUSES, OTHER THAN PERMANENT FILE COPIES, THEN IN
SUCH HOLDER'S POSSESSION WHICH HAVE BEEN REPLACED BY THE COMPANY WITH MORE
RECENTLY DATED PROSPECTUSES OR (II) DELIVER TO THE COMPANY (AT THE COMPANY'S
EXPENSE) ALL COPIES, OTHER THAN PERMANENT FILE COPIES, THEN IN SUCH HOLDER'S
POSSESSION OF THE PROSPECTUS COVERING SUCH TRANSFER RESTRICTED SECURITIES THAT
WAS CURRENT AT THE TIME OF RECEIPT OF THE SUSPENSION NOTICE.
THE TIME PERIOD
REGARDING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT SET FORTH IN
SECTION 3 OR 4 HEREOF, AS APPLICABLE, SHALL BE EXTENDED BY A NUMBER OF DAYS
EQUAL TO THE NUMBER OF DAYS IN THE PERIOD FROM AND INCLUDING THE DATE OF
DELIVERY OF THE SUSPENSION NOTICE TO THE RECOMMENCEMENT DATE.
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,
REGARDLESS OF WHETHER A REGISTRATION STATEMENT 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 EXCHANGE NOTES 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 AND THE GUARANTOR(S) AND ALL REASONABLE
FEES AND DISBURSEMENTS OF NOT MORE THAN ONE COUNSEL ACTING FOR THE HOLDERS OF
TRANSFER RESTRICTED SECURITIES AND APPOINTED IN ACCORDANCE WITH SECTION 7(B)
HEREOF (PROVIDED THAT THE FEES OF SUCH COUNSEL IN CONNECTION WITH THE EXCHANGE
OFFER REGISTRATION STATEMENT SHALL NOT EXCEED $7,500 WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY); AND (V) ALL FEES AND DISBURSEMENTS OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY AND THE GUARANTOR(S) (INCLUDING THE
EXPENSES OF ANY SPECIAL AUDIT AND COMFORT LETTERS REQUIRED BY OR INCIDENT TO
SUCH PERFORMANCE).
The Company will, in any event, bear its and the Guarantor(s)' 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 Guarantor(s).
14
(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
GUARANTOR(S) WILL REIMBURSE THE INITIAL PURCHASERS AND THE HOLDERS OF TRANSFER
RESTRICTED SECURITIES WHO ARE VALIDLY TENDERING INITIAL NOTES IN THE EXCHANGE
OFFER AND/OR SELLING OR RESELLING INITIAL NOTES OR EXCHANGE NOTES PURSUANT TO
THE "PLAN OF DISTRIBUTION" CONTAINED IN THE EXCHANGE OFFER REGISTRATION
STATEMENT OR THE SHELF REGISTRATION STATEMENT, AS APPLICABLE, FOR THE REASONABLE
FEES AND DISBURSEMENTS OF NOT MORE THAN ONE COUNSEL,