REQUIRED SO THAT SUCH
PROSPECTUS SHALL NOT CONTAIN, WITH RESPECT TO SUCH ELECTING HOLDER OR THE
DISPOSITION OF SUCH REGISTRABLE SECURITIES, AN UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY
TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES THEN
EXISTING.
(G)
UNTIL THE EXPIRATION OF TWO YEARS AFTER THE
CLOSING DATE, THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF ITS "AFFILIATES"
(AS DEFINED IN RULE 144) TO, RESELL ANY OF THE SECURITIES THAT HAVE BEEN
REACQUIRED BY ANY OF THEM EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT.
4.
REGISTRATION EXPENSES.
THE COMPANY AGREES TO BEAR AND TO
PAY OR CAUSE TO BE PAID PROMPTLY ALL EXPENSES INCIDENT TO THE COMPANY'S
PERFORMANCE OF OR COMPLIANCE WITH THIS EXCHANGE AND REGISTRATION RIGHTS
AGREEMENT, INCLUDING (A) ALL COMMISSION AND ANY NASD REGISTRATION, FILING AND
REVIEW FEES AND EXPENSES INCLUDING FEES AND DISBURSEMENTS OF COUNSEL FOR THE
PLACEMENT OR SALES AGENT OR UNDERWRITERS IN CONNECTION WITH SUCH REGISTRATION,
FILING AND
15
REVIEW, (B) ALL FEES AND EXPENSES IN CONNECTION WITH THE QUALIFICATION OF THE
SECURITIES FOR OFFERING AND SALE UNDER THE STATE SECURITIES AND BLUE SKY LAWS
REFERRED TO IN SECTION 3(D)(XII) HEREOF AND DETERMINATION OF THEIR ELIGIBILITY
FOR INVESTMENT UNDER THE LAWS OF SUCH JURISDICTIONS AS ANY MANAGING UNDERWRITERS
OR THE ELECTING HOLDERS MAY DESIGNATE, INCLUDING ANY FEES AND DISBURSEMENTS OF
COUNSEL FOR THE ELECTING HOLDERS OR UNDERWRITERS IN CONNECTION WITH SUCH
QUALIFICATION AND DETERMINATION, (C) ALL EXPENSES RELATING TO THE PREPARATION,
PRINTING, PRODUCTION, DISTRIBUTION AND REPRODUCTION OF EACH REGISTRATION
STATEMENT REQUIRED TO BE FILED HEREUNDER, EACH PROSPECTUS INCLUDED THEREIN OR
PREPARED FOR DISTRIBUTION PURSUANT HERETO, EACH AMENDMENT OR SUPPLEMENT TO THE
FOREGOING, THE EXPENSES OF PREPARING THE SECURITIES FOR DELIVERY AND THE
EXPENSES OF PRINTING OR PRODUCING ANY UNDERWRITING AGREEMENTS, AGREEMENTS AMONG
UNDERWRITERS, SELLING AGREEMENTS AND BLUE SKY OR LEGAL INVESTMENT MEMORANDA AND
ALL OTHER DOCUMENTS IN CONNECTION WITH THE OFFERING, SALE OR DELIVERY OF
SECURITIES TO BE DISPOSED OF (INCLUDING CERTIFICATES REPRESENTING THE
SECURITIES), (D) MESSENGER, TELEPHONE AND DELIVERY EXPENSES RELATING TO THE
OFFERING, SALE OR DELIVERY OF SECURITIES AND THE PREPARATION OF DOCUMENTS
REFERRED IN CLAUSE (C) ABOVE, (E) REASONABLE FEES AND EXPENSES OF THE TRUSTEE
UNDER THE INDENTURE, ANY AGENT OF THE TRUSTEE AND ANY COUNSEL FOR THE TRUSTEE
AND OF ANY COLLATERAL AGENT OR CUSTODIAN, (F) INTERNAL EXPENSES (INCLUDING ALL
SALARIES AND EXPENSES OF THE COMPANY'S OFFICERS AND EMPLOYEES PERFORMING LEGAL
OR ACCOUNTING DUTIES), (G) FEES, DISBURSEMENTS AND EXPENSES OF COUNSEL AND
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY (INCLUDING THE
REASONABLE EXPENSES OF ANY OPINIONS OR "COLD COMFORT" LETTERS REQUIRED BY OR
INCIDENT TO SUCH PERFORMANCE AND COMPLIANCE), (H) REASONABLE FEES, DISBURSEMENTS
AND EXPENSES OF ANY "QUALIFIED INDEPENDENT UNDERWRITER" ENGAGED PURSUANT TO
SECTION 3(D)(XIX) HEREOF, (I) REASONABLE FEES, DISBURSEMENTS AND EXPENSES OF ONE
COUNSEL FOR THE ELECTING HOLDERS RETAINED IN CONNECTION WITH A SHELF
REGISTRATION, AS SELECTED BY THE ELECTING HOLDERS OF AT LEAST