Common use of Registration Expenses Clause in Contracts

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers Issuers, whether or not the Exchange Offer Registration Statement or a the Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the an Exchange SecuritiesOffer, or (y) as provided in Section 5(h5(i) hereof, in the case of Registrable Securities a Shelf Registration Statement or in the case of Exchange Securities Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Company and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities Notes pursuant to a Shelf Registration Statement (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) and Section 5(o)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. . Notwithstanding the foregoing or anything to the contrary, (bx) The Issuers each Holder shall reimburse pay all underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it and (y) all Holders shall pay all fees and expenses of counsel to the Holders of the Registrable Securities being registered underwriters in any underwritten offering made pursuant to a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and Except as expressly provided herein, all out-of-pocket expenses incident to incurred by the Company or any Sponsor Investor in connection with the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers and/or in connection with any Demand Registration, Piggyback Registration or Shelf Offering, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes same shall become effective, shall be paid by the Company, including, without limitation, : (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities SEC or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period))FINRA, (ii) printing expensesall fees and expenses in connection with compliance with any securities or “blue sky” laws, including(iii) all printing, without limitationduplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expensesCompany Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiv) Securities Act liability insurance, insurance or similar insurance if the Targa Companies desire such insuranceCompany so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered Registrable Securities on any securities exchange, if applicable, and exchange on which similar securities of the Company are then listed (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders of or on which exchange the Registrable Securities being registered are proposed to be listed in a Shelf Registration Statement the case of the initial Public Offering), (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all fees and disbursements of legal counsel for the Company, (ix) all reasonable fees and disbursements of not more than one legal counsel chosen for selling Holders selected by the Holders Sponsor Investors (which may be the same counsel as selected for the Company) together with any necessary local counsel as may be required by the Sponsor Investors, (x) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses of any special experts or other Persons retained by the Company or the Sponsor Investors in connection with any Registration (xii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiii) all expenses related to the “road-show” for any underwritten offering, including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a majority in aggregate principal amount of Demand Registration, Shelf Offering or Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities sold for such Person’s account and all transfer taxes (if any) attributable to be included in such Registration Statementthe sale of Registrable Securities.

Registration Expenses. (a) All fees and Except as set forth in Section 10.01 of the Purchase Agreement, the Company shall pay all registration expenses incident to incurred in connection with the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective(the “Registration Expenses”), including, without limitation, : (i) all registration registration, filing, securities exchange listing and filing fees (including, without limitationrequired by the National Association of Securities Dealers, (Aii) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering all registration, filing, qualification and (B) other fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messengerall word processing, telephone duplicating, printing, messenger and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) ’s internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xiv) the fees and expenses incurred by the Company in connection with the listing of the securities Registrable Securities, (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any special audits or comfort letters or costs associated with the delivery by independent certified public accountants of such special audit(s) or comfort letter(s), (vii) the fees and expenses of any special experts retained by the Company in connection with such registration and amendments and supplements to be registered on any securities exchange, if applicablethe Registration Statement and Prospectus, and (xiiviii) premiums and other costs of the expenses relating to printing, word processing and distributing Company for policies of all Registration Statements, underwriting agreements, securities sales agreements, indentures and insurance against liabilities of the Company arising out of any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders public offering of the Registrable Securities being registered to the extent the Company in a Shelf Registration Statement for the reasonable its discretion elects to obtain and maintain insurance. Any fees and disbursements of not more than one counsel chosen underwriters, broker-dealers or investment bankers, including without limitation underwriting fees, discounts, transfer taxes or commissions, and any other fees or expenses (including legal fees and expenses) if any, attributable to the sale of Registrable Securities, shall be payable by each holder of Registrable Securities pro rata on the Holders of a majority in aggregate principal amount basis of the number of Registrable Securities to be of each such holder that are included in such Registration Statementa registration under this Agreement.

Registration Expenses. (a) All fees and Except as expressly provided herein, all out-of-pocket expenses incident to incurred by the Company or any Investor in connection with the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers and/or in connection with any Demand Registration, Piggyback Registration or Shelf Offering, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes same shall become effective, shall be paid by the Company, including, without limitation, : (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities SEC or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period))FINRA, (ii) printing expensesall fees and expenses in connection with compliance with any securities or “blue sky” laws, including(iii) all printing, without limitationduplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expensesCompany Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiv) Securities Act liability insurance, insurance or similar insurance if the Targa Companies desire such insuranceCompany so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered Registrable Securities on any securities exchange, if applicable, and exchange on which similar securities of the Company are then listed (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders of or on which exchange the Registrable Securities being registered are proposed to be listed in a Shelf Registration Statement the case of the Company’s initial Public Offering), (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all fees and disbursements of legal counsel for the Company, (ix) all reasonable fees and disbursements of not more than one legal counsel chosen for selling Holders selected by the Majority Holders together with any necessary local counsel as may be required by either the Investors, (x) all reasonable fees and disbursements of legal counsel for each Holder participating in such Registration (or, in the case of a majority Shelf Registration, each Holder selling Registrable Securities under the Shelf Registration Statement) solely in aggregate principal amount connection with the preparation of any legal opinions requested by the underwriters in respect of such Holder personally, (xi) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xii) all fees and expenses of any special experts or other Persons retained by the Company or the Majority Holders in connection with any Registration (xiii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiv) all expenses related to the “road-show” for any underwritten offering, including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a Demand Registration, Shelf Offering or Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities sold for such Person’s account and all transfer taxes (if any) attributable to be included in such Registration Statementthe sale of Registrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 6 and 9 shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified registered public accountants referred to in Section 5(n)(iii6(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. Packaging Dynamics shall pay all expenses (aother than underwriting discounts and commissions of the Approved Underwriters or of the Company Underwriter applicable to the holders of Registrable Securities) All fees and expenses arising from or incident to the its performance of of, or compliance with with, this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, without limitation, (i) all required SEC, stock exchange and NASD registration and filing fees (including, without limitationif applicable, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance any "qualified independent underwriter" as such term is defined in Rule 2720 set forth in the NASD Manual, and of its counsel), (ii) all fees and expenses incurred in complying with state securities or Blue Sky blue sky laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky blue sky qualifications of the Registrable Securities Securities), (iii) all printing (including expenses of printing prospectuses if such printing is reasonably requested by the holder or Exchange Securities and determination holders of the eligibility a majority of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)registered pursuant to such registration statement), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone messenger and delivery expenses, (iv) the fees and disbursements of counsel for the Targa Companies to Packaging Dynamics and of its independent public accountants and any other accounting and legal fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof expenses incurred by Packaging Dynamics (including, without limitation, the any expenses of arising from any special audit and “audits or "cold comfort” " letters required by or incident to such performanceany registration or qualification), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ixv) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (xvi) the expense of any annual audit, (xi) the reasonable fees and expenses incurred of any special experts retained by Packaging Dynamics in connection with any registration pursuant to the listing terms of the securities to be registered on any securities exchangethis Agreement, if applicableregardless of whether such registration statement is declared effective, and (xiivii) the expenses relating to printingany liability insurance or other premiums for insurance obtained by Packaging Dynamics in connection with any registration, word processing and distributing in each case, regardless of all Registration Statementswhether such registration is declared effective. In connection with each registration hereunder, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers Packaging Dynamics shall reimburse the Holders holders of the Registrable Securities being registered in a Shelf Registration Statement such registration for the reasonable fees and disbursements of not more than one counsel chosen for the holders of Registrable Securities selected by the Holders holder or holders of a majority in aggregate principal amount of the aggregate outstanding Registrable Securities included, or to be included included, in such registration statement. All of the expenses described in this Section 7 are herein called "Registration StatementExpenses."

Registration Expenses. (a) All fees and expenses incident to the Company's performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveArticle III, including, without limitation, (i) all registration and filing fees (including, without limitationfees, (Aii) all fees and expenses associated with respect to filings required to be made with the FINRA NASD (including, if applicable, the fees and expenses of any "qualified independent underwriter" as such term is defined in connection with an underwritten offering Schedule E of the By-Laws of the NASD, and of its counsel), as may be required by the rules and regulations of the NASD, (Biii) fees and expenses of compliance with state securities or Blue Sky "blue sky" laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky "blue sky" qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)Shares), (iiiv) rating agency fees, (v) printing expenses, including, without limitation, expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beprospectuses, (iiivi) reasonable messenger, telephone messenger and delivery expenses, (ivvii) the Company's internal expenses (including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), (viii) the fees and expenses incurred in connection with any listing of the Registrable Shares, (ix) fees and disbursements expenses of counsel for the Targa Companies Company and fees and disbursements expenses of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all Company's independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and “or "cold comfort” " letters required by or incident to such performance), (vix) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, securities acts liability insurance (vii) Securities Act liability insurance, if the Targa Companies desire Company elects to obtain such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses of any special experts retained by the Company in connection with such registration, (xii) the fees and expenses of other Persons retained by the Company and (xiii) the reasonable fees and expenses of one counsel selected by WIC and the Purchaser Representative (all such expenses being herein called "Registration Expenses"), subject to Section 3.1(b), will be borne by the Company whether or not any registration statement becomes effective; provided that, Purchaser shall bear 50% of all of the Registration Expenses incurred in connection with the listing second Demand Registration that becomes effective hereunder up to a maximum of the securities $100,000 and; provided, further, that, except as expressed otherwise provided above, in no event shall Registration Expenses include (i) any expenses incurred by each Purchaser to be registered on retain any securities exchangecounsel, if applicableaccountant or other advisor, (ii) underwriting discounts, (iii) selling commissions and (xiiiv) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreementtransfer taxes. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers Company and the Guarantors, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Transfer Restricted Securities or Exchange Securities Notes and determination of the eligibility of the Registrable Transfer Restricted Securities or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Transfer Restricted Securities or Exchange Securities Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Transfer Restricted Securities included in any Registration Statement or sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expensesexpenses incurred in connection with the performance of their obligations hereunder, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for Company, the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Guarantors, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof 6 (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, fees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Companysecurities exchange, (vii) Securities Act liability insurance, if the Targa Companies Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Targa Companies Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Notes in a name other than that of the Holder of the Note in respect of which such Exchange Note is being issued. The Company and the Guarantors shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the fees and expenses (including reasonable fees and disbursements expenses of not more than one counsel chosen by to the Holders) relating to any enforcement of any rights of the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statementunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers Company whether or not the Exchange Offer or a Shelf any Registration Statement is filed or becomes effective, including, without limitation, . The fees and expenses referred to in the foregoing sentence shall include: (ia) all registration registration, filing, securities exchange listing, rating agency and filing New York Stock Exchange or Nasdaq (or other securities exchange or markets on which the Class A Common Stock is then listed or quoted) fees and expenses; (b) printing expenses (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested required by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount interest of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealersecurities being registered); (c) messenger, as the case may be, (iii) reasonable messengercopying, telephone and delivery expenses, ; (ivd) reasonable fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities Company; (subject to the provisions of Section 6(be) hereof), (v) reasonable fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii3(l)(iii) hereof (including, without limitation, the expenses of any special audit and “audits or "cold comfort” " letters required by or incident to such performanceSection 3(l)(iii), ; (vif) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) reasonable fees and expenses of all other Persons persons retained by the Targa CompaniesCompany; (g) all registration, (ix) internal expenses of the Targa Companies (includingfiling, without limitation, all salaries qualification and other fees and expenses of officers complying with securities or blue sky laws of all jurisdictions in which the Registrable Securities are to be registered and employees of the Targa Companies performing any reasonable legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing blue sky qualifications of the securities to be registered on any securities exchange, if applicable, Registrable Securities and the determination of their eligibility for investment under the laws of all such jurisdictions; and (xiih) the expenses relating to printing, word processing reasonable fees and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse disbursements incurred by the Holders of the Registrable Securities being registered in a Shelf Registration Statement for (including, without limitation, the reasonable fees and disbursements of not more than for one counsel chosen or firm of counsel selected by the Holders of a majority in aggregate principal amount interest of the Registrable Securities being registered to represent the Holders of the Registrable Securities being registered). Notwithstanding anything in this Agreement to the contrary, the Holders shall be responsible for all expenses customarily borne by selling securityholders (including underwriting discounts, commissions and fees and expenses of counsel to the selling Holders to the extent not required to be included in such Registration Statementpaid pursuant to subsection (h) above).

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers of their obligations under Sections 2, 3, 5 and 8 shall be borne by the Issuers Issuers, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, Securities or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company all Registration Statements, underwriting agreements, indentures and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersunderwriter, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, and any other documents necessary in order to comply with this Agreement (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuers) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified registered public accountants referred to in Section 5(n)(iii5(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers Company whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) reasonable fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities Notes (and related guarantees) and determination of the eligibility of the Registrable Securities or Exchange Securities Notes (and related guarantees) for investment under the laws of such the jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange SecuritiesNotes (and related guarantees), or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities Notes (and related guarantees) to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Notes (and related guarantees) to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of one firm of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Securities, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers Company whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) reasonable fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities Notes (and related guarantees) and determination of the eligibility of the Registrable Securities or Exchange Securities Notes (and related guarantees) for investment under the laws of such the jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange SecuritiesNotes (and related guarantees), or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities Notes (and related guarantees) to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Notes (and related guarantees) to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of one firm of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)and any Participating Broker Dealers, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers or the Guarantors of their respective obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuers and the Guarantors, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the applicable Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuers) exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers and the Guarantors performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company of its obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuers Company, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(i) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Company and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Company) exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(n) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 5 and 8 shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 5 and 8 hereof shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holders of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified registered public accountants referred to in Section 5(n)(iii5(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All reasonable, out-of-pocket fees and expenses incident to any registration hereunder, including, without limitation, the Company’s performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveArticle 2, including, without limitation, (i) all registration and filing fees, all fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the Financial Industry Regulatory Authority (“FINRA”) (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA in connection with an underwritten offering Rule 2720, and (B) of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with state securities or Blue Sky “blue sky” laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), rating agency fees, printing expenses (ii) printing expenses, including, without limitation, including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersprospectuses), if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone messenger and delivery expenses, (iv) the fees and disbursements expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all its independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and or “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons any special experts retained by the Targa CompaniesCompany in connection with such registration, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with of other persons retained by the listing of Company, will be borne by the securities Company (unless paid by a security holder that is not a Holder for whose account the registration is being effected) whether or not any registration statement becomes effective; provided, however, that any underwriting discounts, commissions, or fees attributable to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders sale of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen will be borne by the Holders of a majority in aggregate principal amount pro rata on the basis of the Registrable Securities to number of shares so registered and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be included in borne by such Registration StatementHolder.

Registration Expenses. (a) All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, Corporation (including (i) all registration and filing fees (including, without limitation, including fees and expenses with respect to (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (B) fees and expenses of compliance with state securities or Blue Sky laws (including“blue sky” laws, without limitation, reasonable including any fees and disbursements of counsel for the underwriters in connection with Blue Sky “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period6(h)), (ii) printing expenses, including, without limitation, expenses (including expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Corporation, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(o)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)this Agreement) and any other Persons, (vi) rating agency fees, if anyincluding special experts retained by the Corporation, and any (vii) fees associated with making and disbursements of one counsel for the Sponsor Investor Shareholder and the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the Sponsor Investor Shareholder (and otherwise, by the holders of a majority of the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viibeing sold in connection therewith) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained shall be borne by the Targa CompaniesCorporation whether or not any Registration Statement is filed or becomes effective. In addition, (ix) the Corporation shall pay its internal expenses of the Targa Companies (including, without limitation, including all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchangeexchange on which similar securities issued by the Corporation are then listed and rating agency fees and the fees and expenses of any Person, if applicableincluding special experts, retained by the Corporation. The Corporation shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (xiiexcept as set forth in clauses 7(i)(B) the expenses and 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders distribution of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more (other than one counsel chosen with respect to Registrable Securities sold by the Holders of a majority in aggregate principal amount Corporation), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be included in such Registration Statementpaid by the Corporation pursuant to the first paragraph of this Section 7.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers and the Guarantors shall be borne by the Issuers and the Guarantors whether or not the Exchange Offer is consummated or the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, : (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering NASD and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof6(f), in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), ; (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be, ); (iii) reasonable messenger, telephone telephone, duplication, word processing and delivery expenses, expenses incurred by the Issuers and the Guarantors in the performance of their obligations hereunder; (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for Issuers, the sellers of Registrable Securities (Guarantors and, subject to the provisions of Section 6(b) hereof7(b), the Holders; (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), ; (vi) rating agency feesfees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the NASD, if any, but only where the need for such a "qualified independent underwriter" arises due to a relationship with the Issuers and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, Guarantors; (vii) Securities Act liability insurance, if the Targa Companies Issuers and the Guarantors so desire such insurance, ; (viii) fees and expenses of all other Persons Persons, including special experts, retained by the Targa Companies, (ix) Issuers or the Guarantors; internal expenses of the Targa Companies Issuers and the Guarantors (including, without limitation, all salaries and expenses of their respective officers and employees of the Targa Companies performing legal or accounting duties), (x) and the expense expenses of any annual audit, ; and (xiix) rating agency fees and the fees and expenses incurred in connection with the listing of the securities Securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers and the Guarantors shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such any Registration StatementStatement and other reasonable and necessary out-of-pocket expenses of the Holders incurred in connection with the registration of the Registrable Securities.

Registration Expenses. (a) All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, Corporation (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (B) fees and expenses of compliance with state securities or Blue Sky laws (laws, including, without limitation, reasonable any fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period6(h)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Corporation, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(o)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance)this Agreement) and any other Persons, (vi) rating agency fees, if anyincluding special experts retained by the Corporation, and any (vii) fees associated with making and disbursements of (x) one counsel for the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the holders of a majority of the Registrable Securities or Exchange Securities eligible included in such Registration Statement and (y) counsel for trading through The Depository Trust Companyeach holder of Registrable Securities, in the case of this clause (viiy) Securities Act liability insurancesolely with respect to the preparation and review of any required legal opinions, if the Targa Companies desire such insurance, (viiipowers of attorney and custody agreements) fees and expenses of all other Persons retained shall be borne by the Targa CompaniesCorporation whether or not any Registration Statement is filed or becomes effective. In addition, (ix) the Corporation shall pay its internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchangeexchange on which similar securities issued by the Corporation are then listed and rating agency fees and the fees and expenses of any Person, if applicableincluding special experts, and (xii) retained by the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this AgreementCorporation. (b) The Issuers Corporation shall reimburse not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses 7(a)(i)(B) and 7(a)(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the Holders distribution of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more (other than one counsel chosen with respect to Registrable Securities sold by the Holders of a majority in aggregate principal amount Corporation), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be included in such Registration Statementpaid by the Corporation pursuant to the first paragraph of this Section 7.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified registered public accountants referred to in Section 5(n)(iii6(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ixviii) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers . Notwithstanding the foregoing or anything to the contrary in this Agreement, each Holder shall reimburse the Holders pay all underwriting discounts and commissions of the any underwriters with respect to any Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements sold by or on behalf of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statementit.

Registration Expenses. (a) All Except as described in Section 3(b), all fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall NBCi will be borne by the Issuers NBCi whether or not any of the Exchange Offer or a Shelf Registration Statement is filed or becomes Statements become effective, including. Such fees and expenses will include, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of for compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)"blue sky" laws), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing a reasonable number of prospectuses if the printing of such prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders any Holder of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses incurred by NBCi, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)NBCi incurred by NBCi, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold "comfort” letters " letter required by or incident to such performance)) incurred by NBCi, (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insuranceany, if customarily incurred and (viiivii) reasonable fees and expenses of all other Persons one counsel retained by the Targa CompaniesHolders in connection with the registration and sale of their Registrable Securities (which counsel will be selected by the Holders of a majority of the Registrable Securities being sold). In addition, (ix) NBCi will pay internal expenses of the Targa Companies (including, including without limitation, limitation all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchangeexchange or quotation system on which similar securities issued by NBCi are then listed and the fees and expenses of any person, if applicableincluding special experts, and (xii) the expenses relating retained by NBCi. In no event, however, will NBCi be responsible for any underwriting discount or selling commission with respect to printing, word processing and distributing any sale of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary Registrable Securities pursuant to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company of its obligations under Sections 2, 3, 4, 5 and 8 shall be borne by the Issuers Company, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Company and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Company) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All reasonable, out-of-pocket fees and expenses incident to the any registration hereunder, including, without limitation, Parent’s performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveArticle II, including, without limitation, (i) all registration and filing fees, all fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA in connection with an underwritten offering Rule 2720, and (B) of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with state securities or Blue Sky “blue sky” laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), printing expenses (ii) printing expenses, including, without limitation, including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersprospectuses), if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone messenger and delivery expenses, (iv) the fees and disbursements expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for the Targa Companies Parent and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all its independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and or “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons any special experts retained by the Targa CompaniesParent in connection with such registration, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with of other persons retained by Parent, will be borne by Parent (unless paid by a security holder that is not a Holder for whose account the listing of registration is being effected) whether or not any registration statement becomes effective; provided, however, that any underwriting discounts, commissions, or fees attributable to the securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders sale of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen will be borne by the Holders of a majority in aggregate principal amount pro rata on the basis of the Registrable Securities to number of shares so registered and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be included in borne by such Registration StatementHolder.

Registration Expenses. (a) All fees and expenses incident to the Company's performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, including without limitation, limitation (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the FINRA in connection with an underwritten offering Commission or the NASD (including, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel as may be required by the rules and regulations of the NASD), (Bii) all fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, reasonable including fees and disbursements of counsel for the underwriters or selling holders in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the their eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where as the Holders are located, in the case managing underwriters or holders of a majority of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be being sold by a Participating Broker-Dealer during the Applicable Period)may designate), (iiiii) all printing expenses, including, without limitation, and related messenger and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expensesprospectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (v) reasonable premiums for Securities Act liability insurance if the Company so desires or the underwriters so reasonably require in accordance with then customary underwriting practice, (vi) rating agency feesall fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all reasonable fees and disbursements of one counsel selected by the holders of a majority of the Registrable Securities being registered in the case of a Piggyback Registration, or one counsel selected by Warburg in the case of a Demand Registration requested by Warburg pursuant to Section 2.1 and one counsel selected by the holder or holders of at least a majority of the Kojaian Registrable Securities in the case of a Demand Registration requested by the Kojaian Investors pursuant to Section 2.1, in each case to represent such holders in connection with such registration, (viii) all fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, excluding underwriting discounts and commissions and transfer taxes, if any, and excluding fees and disbursements of counsel to such underwriters (other than such fees and disbursements incurred in connection with any fees associated with making the registration or qualification of Registrable Securities under the securities or Exchange Securities eligible for trading through The Depository Trust Companyblue sky laws of any state), (viiix) all fees and expenses of accountants to the holders of Registrable Securities Act liability insurance, if the Targa Companies desire such insurance, being sold and (viiix) fees and expenses of all other Persons retained by the Targa CompaniesCompany (all such expenses being herein called "Registration Expenses"), will be borne by the Company, regardless of whether the Registration Statement becomes effective (ix) except as provided in Section 2.1 hereof). The Company will, in any event, pay its internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) audit and the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchangePerson, if applicableincluding special experts, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen retained by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration StatementCompany.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers of their obligations under Sections 2, 3, 5 and 8 shall be borne by the Issuers Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuers) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers or the Guarantors of their respective obligations under Sections 2, 3, 6 and 9 shall be borne by the Issuers and the Guarantors, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or if the Prospectus is in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the applicable Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holders of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuers) exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers and the Guarantors performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveCompany, including, without limitation, including (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the FINRA in connection with an underwritten offering SEC, FINRA, applicable Commissions or any other regulatory authority and (B) if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in NASD Rule 2720 of the (or any successor provision), and of its counsel, (ii) all fees and expenses in connection with compliance with state any securities or “Blue Sky Sky” laws (including, without limitation, reasonable including fees and disbursements of counsel for the underwriters in connection with “Blue Sky Sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (iiiii) printing expensesall printing, includingduplicating, without limitationword processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and/or CDS & Co. and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersCanadian Prospectuses, if anyapplicable, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone Prospectuses and delivery expensesIssuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiv) Securities Act liability insurance, insurance or similar insurance if the Targa Companies desire such insuranceCompany so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered Registrable Securities on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders exchange or quotation of the Registrable Securities being registered in a Shelf Registration Statement for the on any inter-dealer quotation system, (vii) all reasonable fees and disbursements of not more than one legal counsel chosen and one accounting firm as selected by the Holders holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration; provided, however, such fees and disbursements shall not, in the case of a Canadian Registration, exceed $50,000 (viii) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (x) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xi) all expenses related to the “road-show” for any Underwritten Offering, including all travel, meals and lodging and (xii) any other fees and disbursements customarily paid by the issuers of securities. All such expenses are referred to herein as “Registration StatementExpenses.” The Company shall not be required to pay any underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers or the Guarantors shall be borne by the Issuers and the Guarantors, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Transfer Restricted Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders of Transfer Restricted Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Transfer Restricted Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Transfer Restricted Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Transfer Restricted Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Transfer Restricted Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be), (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Guarantors, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(k)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers or the Guarantors, (ix) internal expenses of the Targa Companies Issuers and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers and the Guarantors performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, exchange and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and indentures. Nothing contained in this Section 6 shall create an obligation on the part of the Issuers or any other documents necessary Guarantor to comply pay or reimburse any Holder for any underwriting commission or discount attributable to any such Holder's Transfer Restricted Securities included in an underwritten offering pursuant to a Registration Statement filed in accordance with the terms of this Agreement, or to guarantee such Holder any profit or proceeds from the sale of such Securities. (b) The In connection with any Shelf Registration Statement hereunder, the Issuers and the Guarantors shall reimburse the Holders of the Registrable Transfer Restricted Securities being registered in a Shelf Registration Statement such registration for the reasonable fees and disbursements of not more than one counsel (in addition to one local counsel in each relevant jurisdiction) chosen by the Holders of a majority in aggregate principal amount of the Registrable Transfer Restricted Securities to be included in such Registration StatementStatement and other reasonable out-of-pocket expenses of the Holders of Transfer Restricted Securities reasonably incurred in connection with the registration of the Transfer Restricted Securities.

Registration Expenses. In connection with each Registration Statement, the Company shall pay all registration expenses incurred in connection with the registration thereunder (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf "Registration Statement is filed or becomes effectiveExpenses"), including, without limitation, : (i) all registration registration, filing, securities exchange listing and filing fees (including, without limitationrequired by the National Association of Securities Dealers, (Aii) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering all registration, filing, qualification and (B) other fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Periodrequired hereby)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messengerall of the Company's word processing, telephone duplicating, printing, messenger and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) 's internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xiv) the fees and expenses incurred by the Company in connection with the listing of the securities Registrable Securities, (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any special audits or comfort letters or costs associated with the delivery by independent certified public accountants of such special audit(s) or comfort letter(s) requested pursuant to be registered on any securities exchangeSection 2.1(j) hereof), if applicable, and (xiivii) the fees and expenses relating to printingof any special experts retained by the Company in connection with such registration, word processing (viii) premiums and distributing other costs of all Registration Statements, underwriting agreements, securities sales agreements, indentures and policies of insurance purchased at the discretion of the Company against liabilities arising out of any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders public offering of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable registered, and (ix) any fees and disbursements of not more than one counsel chosen underwriters customarily paid by issuers or sellers of securities, but excluding underwriting fees, discounts, transfer taxes or commissions, if any, attributable to the Holders sale of a majority in aggregate principal amount Registrable Securities, which shall be payable by each holder of Registrable Securities pro rata on the basis of the number of Registrable Securities to be of each such holder that are included in such Registration Statementa registration under this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers Company whether or not the Exchange Offer is consummated or the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, : (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering NASD and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof5(f), in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), ; (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be, ); (iii) reasonable messenger, telephone telephone, duplication, word processing and delivery expenses, expenses incurred by the Company in the performance of its obligations hereunder; (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (Company and, subject to the provisions of Section 6(b) hereof), the Holders; (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), ; (vi) rating agency feesfees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the NASD, if any, and any fees associated but only where the need for such a "qualified independent underwriter" arises due to a relationship with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, ; (vii) Securities Act liability insurance, if the Targa Companies desire Company so desires such insurance, ; (viii) fees and expenses of all other Persons Persons, including special experts, retained by the Targa Companies, (ix) Company; internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) and the expense expenses of any annual audit, ; and (xiix) rating agency fees and the fees and expenses incurred in connection with the listing of the securities Securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers Company shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such any Registration StatementStatement and other reasonable and necessary out-of-pocket expenses of the Holders incurred in connection with the registration of the Registrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state and foreign securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expensesexpenses relating to preparation of documents referenced herein, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities (subject exclusive of any counsel retained pursuant to Section 7 hereof), which counsel shall be reasonably satisfactory to the provisions of Section 6(b) hereof)Issuer, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ixviii) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse . Notwithstanding the foregoing, the Holders shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of the Registrable Securities being registered in a Shelf Registration Statement for and the reasonable fees and disbursements of not more any counsel or other advisors or experts retained by such Holders (severally or jointly), other than one the counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities and experts referred to be included in such Registration Statementabove.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 5 and 8 shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveCompany, including, without limitation, including (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the SEC, FINRA in connection with an underwritten offering and (B) if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 2720 of the National Association of Securities Dealers, Inc. (or any successor provision), and of its counsel, (ii) all fees and expenses in connection with compliance with state any securities or “Blue Sky Sky” laws (including, without limitation, reasonable including fees and disbursements of counsel for the underwriters in connection with “Blue Sky Sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (iiiii) printing expensesall printing, includingduplicating, without limitationword processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone Prospectuses and delivery expensesIssuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiv) Securities Act liability insurance, insurance or similar insurance if the Targa Companies desire such insuranceCompany so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered Registrable Securities on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders exchange or quotation of the Registrable Securities being registered on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of one legal counsel (the “Majority Holder Counsel”) and one accounting firm as selected by the holders of a majority of the Registrable Securities included in a Shelf such Registration, (ix) if any of the Sponsors are selling Registrable Securities pursuant to such Registration Statement for and are not represented by the Majority Holder Counsel, the reasonable fees and disbursements of not more than one counsel chosen separate law firms of WP or Xxxxxxx Sachs, as applicable, (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses of any special experts or other Persons retained by the Holders of a majority Company in aggregate principal amount connection with any Registration, (xii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xiii) all expenses related to the “road-show” for any Underwritten Offering, including all travel, meals and lodging and (xiv) any other fees and disbursements customarily paid by the issuers of securities. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities to be included in such Registration StatementSecurities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer and the Guarantor shall be borne by the Issuers Issuer and the Guarantor, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Transfer Restricted Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Transfer Restricted Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beProspectuses, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuer and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Guarantor, (viv) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii4(l)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (v) the fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the NASD, (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer and the Guarantor, (ixviii) internal expenses of the Targa Companies Issuer and the Guarantor (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer and the Guarantor performing legal or accounting duties), (xix) the expense of any annual audit, audit and (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xii) . Nothing contained in this Section 5 shall create an obligation on the expenses relating part of the Issuer or the Guarantor to printing, word processing and distributing pay or reimburse any Holder for any underwriting commission or discount attributable to any such Holder's Transfer Restricted Securities included in an underwritten offering pursuant to a Registration Statement filed in accordance with the terms of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement, or to guarantee such Holder any profit or proceeds from the sale of such Convertible Preferred Securities. (b) The Issuers In connection with any Shelf Registration Statement hereunder, the Issuer and the Guarantor shall reimburse the Holders of the Registrable Transfer Restricted Securities being registered in a Shelf Registration Statement such registration for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Transfer Restricted Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers and Guarantors shall be borne jointly and severally by the Issuers and Guarantors whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel counsel) in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Securities to be sold in a public offering or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), ; (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be, ); (iii) reasonable messenger, telephone and delivery expenses, expenses incurred by the any Issuer or Guarantor; (iv) fees and disbursements of counsel for the Targa Companies any Issuer or Guarantor and reasonable fees and disbursements of special counsel for the sellers of Registrable Securities but only with respect to such counsel's review of the Registration Statement and Prospectus, including, without limitation, any portions of the Registration Statement and Prospectus relating to the Holders, and all documentation related thereto, including any underwriting agreement and all related documentation (subject to the provisions of Section 6(b) hereof), ); (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), ; (vi) the reasonable fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Rule 2710 of the Conduct Rules of the NASD; (vii) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, ; (viiviii) Securities Act liability insurance, if the Targa Companies desire any Issuer or Guarantor desires such insurance, ; (viiiix) fees and expenses of all other Persons retained by the Targa Companies, any Issuer or Guarantor; (ixx) internal expenses of the Targa Companies any Issuer or Guarantor (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies any Issuer or Guarantor performing legal or accounting duties), ; (xxi) the expense of any annual audit, audit of any Issuer or Guarantor; (xixii) the fees and expenses incurred by any Issuer or Guarantor in connection with the listing of the securities to be registered Registrable Securities on any securities exchange, if applicable, ; and (xiixiii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Anything contained herein to the contrary notwithstanding, no Issuer or Guarantor shall have any obligation whatsoever in respect of any underwriters' discounts or commissions, brokerage commissions, dealers' selling concessions, transfer taxes or any other selling expenses (other than those expressly enumerated in clauses (i) through (xiii) above) incurred in connection with the underwriting, offering or sale of Registrable Securities or Exchange Securities by or on behalf of any Person. (b) The In connection with any Shelf Registration Statement hereunder, the Issuers and Guarantors shall jointly and severally reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement such registration for the reasonable fees and disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration StatementStatement and other reasonable out-of-pocket expenses of the Holders of Registrable Securities incurred in connection with the registration of the Registrable Securities.

Registration Expenses. (a) All fees and expenses of the Company incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers Company whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities Notes or Exchange Securities Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expensesexpenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the Initial Purchasers and the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Notes, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), (x) the expense of any annual or special audit, (xi) the fees and expenses incurred in connection with disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the listing sale of the securities to Registrable Notes which discounts, com- missions or taxes shall be registered on any securities exchange, if applicable, paid by Holders of such Registrable Notes) and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees Registration Expenses" means any and all out-of-pocket expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, without limitation, (i) all SEC and securities exchange registration and filing fees (including, without limitationfees, (Aii) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) all fees and expenses of compliance complying with state securities or Blue Sky blue sky laws (including, without limitation, reasonable including fees and disbursements of counsel for any underwriters in connection with Blue Sky blue sky qualifications of the Registrable Securities) or relating to the National Association of Securities or Exchange Securities and determination of Dealers, Inc. (the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period"NASD")), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messengerall printing, telephone messenger and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered Registrable Securities on any securities exchangeexchange pursuant to Section 7(h), if applicable, and (xiiv) the fees and disbursements of counsel for the Company and of its independent public accountants, (vi) all expenses relating in connection with the preparation, printing and filing of the Registration Statement, any preliminary Prospectus or final Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to printingany Holders, word processing underwriters and distributing dealers and all expenses incidental to delivery of all Registration Statementsthe Registrable Securities, underwriting agreements(vii) subject to the limitations set forth in Section 8, securities sales agreementsthe reasonable fees and disbursements of counsel, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse than the Company's counsel, selected by the Holders of the Registrable Securities being registered in a Shelf Registration Statement for registered, (viii) the reasonable fees and disbursements expenses of any special experts retained in connection with the requested registration, (ix) any internal expenses of the Company and cost of Company employees, (x) the expenses incurred in connection with making "roadshow" presentations and holding meetings with potential investors to facilitate the distribution and sale of Registrable Securities, but shall not more than one counsel chosen include with respect to Registrable Securities sold by the Holders (a) underwriting discounts and commissions and transfer taxes, if any, and (b) any fees and disbursements of a majority in aggregate principal amount underwriters customarily paid by the issuers or sellers of the Registrable Securities to be included in such Registration Statementsecurities.

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveCompany, including, without limitation, including (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the FINRA SEC or FINRA, (ii) all fees and expenses in connection with an underwritten offering and (B) fees and expenses of compliance with state any securities or “Blue Sky Sky” laws (including, without limitation, including reasonable fees and disbursements of counsel for the underwriters in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (iiiii) printing expensesall printing, includingduplicating, without limitationword processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expensesProspectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof or independent auditors of the Company and any subsidiaries of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiv) Securities Act liability insurance, insurance or similar insurance if the Targa Companies desire such insuranceCompany so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered Registrable Securities on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders exchange or quotation of the Registrable Securities being registered in a Shelf Registration Statement for on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of not more than one legal counsel chosen for each Principal Investor and the JHI Investor to the extent that they participate in such Registration or sale, (ix) all fees and expenses of accountants selected by the Holders of a majority in aggregate principal amount of the Registrable Securities being registered, (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (xii) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xiii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiv) all expenses related to the “road-show” for any underwritten Public Offering (including the reasonable out-of-pocket expenses of the Principal Investors), including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses”. The Company shall not be included required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in such Registration Statementan offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement incurred by the Issuers shall --------------------- Company in complying with Articles II, III, IV and VI hereof ("Registration Expenses") will be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, includingCompany. Such fees and expenses will include, without limitation, (i) all registration and filing fees (including, including without limitation, limitation fees and expenses (Ax) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (By) fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, including without limitation, limitation reasonable fees and disbursements of counsel for the underwriters and selling Stockholder in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where as the Holders are locatedmanaging underwriter or underwriters, in the case of the Exchange Securitiesif any, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable PeriodSelling Stockholder may designate)), (ii) printing expenses, including, expenses (including without limitation, limitation the expenses of printing certificates for Registrable Securities or Exchange Securities securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beselling Stockholder), (iii) reasonable messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Targa Companies and Company, (v) reasonable fees and disbursements of special one counsel for all selling Stockholders collectively (which counsel, in the sellers case of a Demand Registration, will be selected by the Stockholder that delivers the Demand Notice relating to the Registration Statement for which Registration Expenses are being incurred and, in all other cases, will be selected by Stockholders holding a majority of the Registrable Securities (subject sought to be included in the provisions of Section 6(b) hereofRegistration Statement), (vvi) reasonable fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6.1(n)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold "comfort” " letters required by or incident to such performance), (vivii) rating agency feesreasonable fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 2720(c) of the Conduct Rules of the National Association of Securities Dealers, if anyInc., and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) reasonable fees and expenses of all other Persons persons retained by the Targa CompaniesCompany. In addition, (ix) the Company will pay its internal expenses of the Targa Companies (including, including without limitation, limitation all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) and the fees and expenses incurred in connection with the listing of the securities to be registered on any each securities exchange, if applicableany, and (xii) on which similar securities issued by the expenses relating to printing, word processing and distributing Company are then listed or the quotation of all Registration Statements, underwriting agreements, such securities sales agreements, indentures and any other documents necessary to comply with this Agreementon the NASDAQ. (b) The Issuers shall reimburse Notwithstanding anything to the Holders contrary herein contained, all underwriting fees, discounts, selling commissions and stock transfer taxes applicable to the sale of the Registrable Securities being registered will be borne by the Stockholder owning such Registrable Securities. (c) Notwithstanding anything to the contrary herein contained, each selling Stockholder may have its own separate counsel in a Shelf Registration Statement for connection with the reasonable registration of any of its Registrable Securities, which counsel may participate therein to the full extent provided herein; provided, however, that all fees and disbursements -------- ------- expenses of not more than one such separate counsel chosen will be paid for by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statementselling Stockholder.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Company Issuers of their obligations under Sections 2, 3, 4, 5 and 8 shall be borne by the Issuers Company Issuers, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Company Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Company Issuers) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Company Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany Issuers, (ix) internal expenses of the Targa Companies Company Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers of their obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuers Company, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 5 and 8 hereof shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified registered public accountants referred to in Section 5(n)(iii5(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 6 and 9 shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) (exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ixviii) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne jointly and severally by the Issuers whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Securities Holders' Counsel (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold "comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders' Counsel (in addition to appropriate local counsel) and other reasonable out-of-pocket expenses of such Holders of a majority Registrable Securities incurred in aggregate principal amount connection with the registration and sale of the Registrable Securities to be included in such Registration StatementSecurities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers Issuers, whether or not the Exchange Offer Registration Statement or a the Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the an Exchange SecuritiesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities a Shelf Registration or in the case of Exchange Securities Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and the reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities Notes (subject exclusive of any counsel retained pursuant to Section 7 hereof) selected by the Holders of a majority in aggregate principal amount of Notes, Exchange Notes and Private Exchange Notes being registered and reasonably satisfactory to the provisions of Section 6(b) hereof)Issuers, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, (xi) any required fees and expenses incurred in connection with any filing required to be made with the NASD and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All Except as otherwise expressly provided herein to the contrary, the Corporation will bear all fees and expenses incident to the Corporation’s performance of or compliance with its obligations under this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, including without limitation, limitation all (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with any trading market on which the FINRA in connection with an underwritten offering and common stock is then listed for trading, (B) fees and expenses of with respect to compliance with applicable state securities or Blue Sky blue sky laws (including, without limitation, reasonable fees and disbursements of counsel for the Corporation in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions as requested by the Holder) and (xC) where with respect to any filing that may be required to be made by any broker through which the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case Holder intends to make sales of Registrable Securities or Exchange Securities with FINRA pursuant to be sold by FINRA Rule 5110, so long as the broker is receiving no more than a Participating Broker-Dealer during the Applicable Period))customary brokerage commission in connection with such sale, (ii) printing expenses, expenses (including, without limitation, (A) expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company under all circumstances, and (B) expenses of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any the Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses, (iv) expenses fees and disbursements of its counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all its independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and or “cold comfort” letters required by or incident to such performanceperformance or compliance), (viiv) rating agency fees, 1933 Act liability insurance (if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust CompanyCorporation elects to obtain such insurance), (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viiiv) fees and expenses of all other Persons retained by the Targa CompaniesCorporation in connection with the consummation of the transactions contemplated by this Agreement and (vi) the expenses and fees for listing securities to be registered on each securities exchange on which securities are then listed (all such expenses being herein referred to as “Registration Expenses”); provided, (ix) however, that Registration Expenses borne by the Corporation shall not include any underwriting discounts, commissions or fees attributable to the sale of the Holder’s Registrable Securities or the fees and expenses of counsel for the Holder, which underwriting discounts, commissions, fees and expenses of counsel shall in all cases be borne solely by the Holder, and, provided, further that the Holder will bear all its other expenses incurred in fulfilling its obligations under this Agreement. In addition, the Corporation shall be responsible for all of its internal expenses incurred in connection with the consummation of the Targa Companies transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) audit and the fees and expenses incurred in connection with the listing of the securities to be registered Registrable Securities on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreementexchange as required hereunder. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers Company whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h4(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)Securities), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of shares of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b5(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii4(m)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers Company shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement Regis tration for the reasonable fees and disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount Amount of the Registrable Securities to be included in such Registration Statement and other reasonable out-of-pocket expenses of such Holders of Registrable Securities incurred in connection with the registration and sale of the Registrable Securities pursuant to any Registration Statement.

Registration Expenses. (a) All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveCorporation, including, without limitation, including (i) all registration registration, listing and filing fees (including, without limitation, including fees and expenses with respect to (A) fees with respect to filings required to be made with the SEC, any stock exchange and FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable including any fees and disbursements of counsel for the underwriters in connection with Blue Sky such filings and the review thereof by FINRA) and (B) compliance with securities or “blue sky” laws, including any fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period7(h)), (ii) word processing, duplicating and printing expenses, expenses (including, without limitationif applicable, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company Corporation and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Corporation, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements Corporation, (v) expenses of special counsel for the sellers Corporation incurred in connection with any road show (including the cost of Registrable Securities (subject to the provisions of Section 6(b) hereofany aircraft chartered in connection with such road show), (vvi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii7(o)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vithis Agreement) rating agency fees, if any, and any fees associated with making other Persons, including special experts retained by the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust CompanyCorporation, (vii) Securities Act liability insurancefees and disbursements of any transfer agent, if the Targa Companies desire such insurance, registrar or depositary and (viii) fees and expenses disbursements of all one (1) counsel (in addition to one (1) local counsel in each relevant jurisdiction) for the Stockholders and any other Persons retained holders whose Registrable Securities are included in a Registration Statement, which counsel shall be selected by the Targa CompaniesStockholders (and otherwise, (ix) by holders of a majority of the Registrable Securities being sold in connection with such offering), shall be borne by the Corporation whether or not any Registration Statement is filed or becomes effective. In addition, the Corporation shall pay its internal expenses of the Targa Companies (including, without limitation, including all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchangeexchange on which similar securities issued by the Corporation are then listed and rating agency fees and the fees and expenses of any Person, if applicableincluding special experts, retained by the Corporation. The Corporation shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses (i) and (xiiviii) under the expenses first paragraph of this Section 8), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders distribution of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more (other than one counsel chosen with respect to Registrable Securities sold by the Holders of a majority in aggregate principal amount Corporation), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be included in such Registration Statementpaid by the Corporation pursuant to the first paragraph of this Section 8.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers Company and the Guarantors whether or not the Exchange Offer is consummated or the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, : (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering NASD and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof5(f), in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), ; (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses prospec­tuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Ex­change Securities, as the case may be, ); (iii) reasonable messenger, telephone telephone, duplication, word processing and delivery expenses, expenses incurred by the Company and the Guarantors in the performance of their obligations hereunder; (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for Company, the sellers of Registrable Securities (Guaran­tors and, subject to the provisions of Section 6(b) hereof), the Holders; (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses ex­penses of any special audit and “cold comfort” letters required by or incident to such performance), ; (vi) rating agency feesfees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the NASD, if any, but only where the need for such a “quali­fied independent underwriter” arises due to a relationship with the Company and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, Guarantors; (vii) Securities Act liability insurance, if the Targa Companies Company and the Guaran­tors so desire such insurance, ; (viii) fees and expenses of all other Persons Persons, including special experts, retained by the Targa Companies, (ix) Company or the Guarantors; internal expenses of the Targa Companies Company and the Guarantors (including, without limitation, all salaries and expenses of their respec­tive officers and employees of the Targa Companies performing legal or accounting duties), (x) and the expense expenses of any annual audit, ; and (xiix) rating agency fees and the fees and expenses incurred in connection with the listing of the securities Securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers Company and the Guarantors shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such any Registration StatementStatement and other reasonable and necessary out-of-pocket expenses of the Holders incurred in connection with the registration of the Registrable Securities.

Registration Expenses. (a) All reasonable fees and expenses incident to the performance of or compliance with the provisions of this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveCorporation, including, without limitation, : (i) all registration and filing fees (including, without limitation, including fees and expenses (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering Financial Industry Regulatory Authority and the SEC, (B) fees and expenses of compliance with state securities or Blue Sky laws (including“blue sky” laws, without limitation, reasonable including any fees and disbursements of counsel for the underwriters in connection with Blue Sky “blue sky” qualifications of the Registrable Securities pursuant to Section 2.5(h) and (C) of listing and registration with a national securities exchange or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Periodnational market interdealer quotation system)), ; (ii) printing expenses, including, without limitation, expenses (including expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company Corporation and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, Statement); (iii) reasonable messenger, telephone and delivery expenses, expenses of the Corporation; (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), Corporation; (v) expenses of the Corporation incurred in connection with any road show; (vi) reasonable fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii2.5(o)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold comfort” letters required herein) and any other Persons, including special experts retained by or incident to such performance), the Corporation; (vivii) rating agency fees, if any, ; and (viii) reasonable fees and any fees associated with making disbursements of one counsel for the Holders of Registrable Securities whose shares are included in a Registration Statement (which counsel shall be selected by the Holders of a majority of the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire included in such insurance, (viii) fees and expenses of all other Persons retained Registration Statement); shall be borne by the Targa CompaniesCorporation whether or not any Registration Statement is filed or becomes effective. In addition, (ix) the Corporation shall pay its internal expenses of the Targa Companies (including, without limitation, including all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchangeexchange on which similar securities issued by the Corporation are then listed and rating agency fees and the fees and expenses of any Person, if applicableincluding special experts, and (xii) retained by the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this AgreementCorporation. (b) The Issuers Corporation shall reimburse not be required to pay (i) fees and disbursements of any counsel retained by any Holder of Registrable Securities or by any underwriter (except as set forth in Sections 2.7(a)(i)(B) and 2.7(a)(viii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the Holders distribution of the Registrable Securities being registered in a Shelf Registration Statement for (other than with respect to Registrable Securities sold by the reasonable fees and disbursements Corporation) or (iii) any other expenses of not more than one counsel chosen by the Holders of a majority Registrable Securities not specifically required to be paid by the Corporation pursuant to Section 2.7(a). Notwithstanding anything in aggregate principal amount this Agreement to the contrary, all costs, expenses and indemnification obligations of the Registrable Securities to Corporation under this Agreement shall be included in such Registration Statementreimbursed by (or borne by) ZXXX Group Parent, LLC.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer and the Guarantors shall be borne by the Issuers Issuer and the Guarantors whether or not the Exchange Offer is consummated or the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, : (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering NASD and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Transfer Restricted Securities or Exchange Securities and determination of the eligibility of the Registrable Transfer Restricted Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof5(f), in the case of Registrable Transfer Restricted Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), ; (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Transfer Restricted Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Transfer Restricted Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Transfer Restricted Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be, ); (iii) reasonable messenger, telephone telephone, duplication, word processing and delivery expenses, expenses incurred by the Issuer and the Guarantors in the performance of their obligations hereunder; (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for Issuer, the sellers of Registrable Securities (Guarantors and, subject to the provisions of Section 6(b) hereof), the Holders; (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), ; (vi) rating agency feesfees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 2720 of the Conduct Rules of the NASD, if any, but only where the need for such a "qualified independent underwriter" arises due to a relationship with the Issuer and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, Guarantors; (vii) Securities Act liability insurance, if the Targa Companies Issuer and the Guarantors so desire such insurance, ; (viii) fees and expenses of all other Persons Persons, including special experts, retained by the Targa CompaniesIssuer or the Guarantors, (ix) internal expenses of the Targa Companies Issuer and the Guarantors (including, without limitation, all salaries and expenses of their respective officers and employees of the Targa Companies performing legal or accounting duties), (x) and the expense expenses of any annual audit, ; and (xiix) rating agency fees and the fees and expenses incurred in connection with the listing of the securities Securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers Issuer and the Guarantors shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Transfer Restricted Securities to be included in such any Registration StatementStatement and other reasonable and necessary out-of-pocket expenses of the Holders incurred in connection with the registration of the Transfer Restricted Securities; provided, however, that neither the Issuer nor any Guarantor shall be required pursuant hereto to pay any underwriting discounts or commissions.

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveCompany, including, without limitation, including (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the SEC, FINRA in connection with an underwritten offering and (B) if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 2720 of the National Association of Securities Dealers, Inc. (or any successor provision), and of its counsel, (ii) all fees and expenses in connection with compliance with state any securities or “Blue Sky Sky” laws (including, without limitation, reasonable including fees and disbursements of counsel for the underwriters in connection with “Blue Sky Sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (iiiii) printing expensesall printing, includingduplicating, without limitationword processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone Prospectuses and delivery expensesIssuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiv) Securities Act liability insurance, insurance or similar insurance if the Targa Companies desire such insuranceCompany so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered Registrable Securities on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders exchange or quotation of the Registrable Securities being registered on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of one legal counsel (the “Majority Holder Counsel”) and one accounting firm as selected by the holders of a majority of the Registrable Securities included in a Shelf such Registration, (ix) if any of the Sponsors are selling Registrable Securities pursuant to such Registration Statement for and are not represented by the Majority Holder Counsel, the reasonable fees and disbursements of not more than one counsel chosen separate law firms of SLP or WP, as applicable, (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses of any special experts or other Persons retained by the Holders of a majority Company in aggregate principal amount connection with any Registration, (xii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xiii) all expenses related to the “road-show” for any Underwritten Offering, including all travel, meals and lodging and (xiv) any other fees and disbursements customarily paid by the issuers of securities. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities to be included in such Registration StatementSecurities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement incurred by the Issuers shall --------------------- Corporation in complying with Articles II and III hereof ("Registration Expenses") will be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, includingCorporation. Such fees and expenses will include, without limitation, (i) all registration and filing fees (including, including without limitation, limitation fees and expenses (Ax) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (By) fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, including without limitation, limitation reasonable fees and disbursements of counsel for the underwriters and selling Stockholder in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where as the Holders are locatedmanaging underwriter or underwriters, in the case of the Exchange Securitiesif any, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Periodselling Stockholder may designate)), (ii) printing expenses, including, expenses (including without limitation, limitation the expenses of printing certificates for Registrable Securities or Exchange Securities securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beselling Stockholder), (iii) reasonable messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Targa Companies and Corporation, (v) reasonable fees and disbursements of special one counsel for all selling Stockholders collectively (which counsel will be selected by Stockholders holding a majority of the sellers of Registrable Securities (subject sought to be included in the provisions of Section 6(b) hereofRegistration Statement), (vvi) reasonable fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii4.1(n)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold "comfort” " letters required by or incident to such performance), (vivii) rating agency feesreasonable fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 2720(c) of the Conduct Rules of the National Association of Securities Dealers, if anyInc., and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) reasonable fees and expenses of all other Persons persons retained by the Targa CompaniesCorporation. In addition, (ix) the Corporation will pay its internal expenses of the Targa Companies (including, including without limitation, limitation all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) and the fees and expenses incurred in connection with the listing of the securities to be registered on any each securities exchange, if applicableany, and (xii) on which similar securities issued by the expenses relating to printing, word processing and distributing Corporation are then listed or the quotation of all Registration Statements, underwriting agreements, such securities sales agreements, indentures and any other documents necessary to comply with this Agreementon NASDAQ. (b) The Issuers shall reimburse Notwithstanding anything to the Holders contrary herein contained, all underwriting fees, discounts, selling commissions and stock transfer taxes applicable to the sale of the Registrable Securities being registered will be borne by the Stockholder owning such Registrable Securities. (c) Notwithstanding anything to the contrary herein contained, each selling Stockholder may have its own separate counsel in a Shelf Registration Statement for connection with the reasonable registration of any of its Registrable Securities, which counsel may participate therein to the full extent provided herein; provided, however, that all fees and disbursements -------- ------- expenses of not more than one such separate counsel chosen will be paid for by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statementselling Stockholder.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers Issuers, jointly and severally, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) reasonable printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be), (iii) reasonable messenger, telephone and delivery expensesexpenses incurred by the Issuers, (iv) reasonable fees and disbursements of counsel for the Targa Companies Issuers and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)), (v) reasonable fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(o)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) reasonable fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xii) the reasonable expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement, (xiii) reasonable fees and expenses of the Trustee (including reasonable fees and expenses of counsel to the Trustee) and (ix) as provided in Section 11. (b) The In connection with any Shelf Registration hereunder, the Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement such registration for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement. Such Holders shall be responsible for all reasonable out-of-pocket expenses of the Holders of Registrable Securities incurred in connection with the registration of the Registrable Securities.

Registration Expenses. Subject to the penultimate sentence of Section 8, all expenses in connection with any Registration Statement, any qualification or compliance with federal or state laws required in connection therewith, and the distribution of the Registrable Securities shall, as between the Holders and the Company, be borne as follows: (a) All fees the Company shall pay and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, responsible for (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) including fees and expenses of for compliance with federal or state securities laws or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)state “blue sky” laws), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing a reasonable number of prospectuses if the printing of such prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of holding a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses incurred by the Company, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for Company incurred by the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Company, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii4(l)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold comfort” letters letter required by or incident to such performance)) incurred by the Company, (vi) rating agency fees, if any, reasonable and any documented fees associated and out-of-pocket expenses of one Special Counsel retained by the Holders in connection with making the registration and sale of their Registrable Securities (which counsel will be chosen by Holders holding a majority of the Registrable Securities or Exchange included in a Demand Notice or, in the case of a Piggyback Registration, the Holders holding a majority of the Registrable Securities eligible for trading through The Depository Trust Companybeing registered), and (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) reasonable and documented underwriter fees and expenses of all other Persons retained by out-of-pocket expenses. In addition, the Targa Companies, (ix) Company will pay internal expenses of the Targa Companies (including, including without limitation, limitation all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchangeexchange on which securities of the same class issued by the Company are then listed or for admission of any securities for quotation and an inter-dealer quotation system, if applicableas applied and the fees and expenses of any Person, and (xii) including special experts, retained by the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this AgreementCompany. (b) The Issuers shall reimburse the Holders shall pay (i) any underwriting discount or selling commission with respect to any sale of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements held by them pursuant to this Agreement, (ii) any taxes of not more than one counsel chosen by the Holders any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of a majority in aggregate principal amount of the Registrable Securities and (iii) any legal, accounting and other expenses incurred by them, except as provided above with respect to be included Special Counsel, in such connection with any Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers Company and the Guarantors, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Entitled Securities or Exchange Securities Notes and determination of the eligibility of the Registrable Entitled Securities or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Entitled Securities or Exchange Securities Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Entitled Securities included in any Registration Statement or sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expensesexpenses incurred in connection with the performance of their obligations hereunder, (iv) fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Guarantors, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof 6 (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, fees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Companysecurities exchange, (vii) Securities Act liability insurance, if the Targa Companies Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Targa Companies Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse Notwithstanding the Holders foregoing, the holders of the Registrable Entitled Securities being registered in a Shelf Registration Statement for shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the reasonable sale of such Entitled Securities and the fees and disbursements of not more any counsel or other advisors or experts retained by such holders (severally or jointly), other than one any counsel chosen by the Holders of a majority and experts specifically referred to in aggregate principal amount of the Registrable Securities to be included in such Registration StatementSection 7(a) above.

Registration Expenses. In connection with registrations pursuant to Section 4.1 or Section 4.2 hereof, the Company shall pay all of the costs and expenses incurred in connection with the registrations thereunder (the “Registration Expenses”), including all (a) All registration and filing fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveexpenses, including, without limitation, (i) all registration and filing fees (including, without limitationthose related to filings with the SEC, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (Bb) fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (iic) reasonable processing, duplicating and printing expenses, including, without limitation, including expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriter or underwritersany Holder, if any, by the Holders of a majority in aggregate principal amount (d) of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) ’s internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any liability insurance and the expense of any annual auditaudit or quarterly review), (xie) the fees and expenses incurred in connection with listing the listing of the securities to be registered Registrable Securities for trading on any a national securities exchange, (f) fees and expenses in connection with the preparation of the registration statement and related documents covering the Registrable Securities, (g) fees and expenses, if applicableany, incurred with respect to any filing with FINRA, (h) any documented out-of-pocket expenses of the underwriter(s) incurred with the approval of the Company, (i) the cost of providing any CUSIP or other identification numbers for the Registrable Securities, (j) fees and expenses and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including, without limitation, the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested), (k) fees and expenses of any special experts retained by the Company in connection with such registration, and (xiil) the reasonable and documented fees and expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse one firm of counsel for the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen to be selected by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such registration (“Holders’ Counsel”); provided, however, that the Company shall reimburse the Holders for the reasonable and documented fees and disbursements one, but not more than one, additional counsel retained by any Holder for the purpose of rendering any opinion required by the Company or the managing underwriter(s) to be rendered on behalf of such Holder in connection with any Demand Registration. Other than as provided in the foregoing sentence, the Company shall have no obligation to pay any out-of-pocket expenses of the Holders relating to the registrations effected pursuant to this Agreement. Notwithstanding the foregoing, Holders shall be responsible, on a pro rata basis based on the number of Registrable Securities included in the applicable registered offering by each such Holder, for any underwriting discounts and commissions attributable to the sale of Registrable Securities pursuant to a Registration Statement. The obligation of the Company to bear the expenses described in this Section 4.3 and to pay or reimburse the Holders for the expenses described in this Section 4.3 shall apply irrespective of whether any sales of Registrable Securities ultimately take place.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions which shall not be borne by the Issuers) shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of one counsel in connection with Blue Sky qualifications of the Registrable Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities Notes or Exchange Securities Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersunderwriter, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Issuers, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement Initial Purchasers for the reasonable fees and disbursements expenses of not more than one counsel chosen in connection with the Exchange Offer, which shall be Xxxxxx Xxxxxx & Xxxxxxx or such other counsel as selected by the Holders of a majority in aggregate principal amount interests of the Registrable Securities Holders, and shall not be required to be included pay any other legal expenses in such Registration Statementconnection therewith.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers and the Guarantors shall be borne by the Issuers and the Guarantors whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, reasonable expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount at maturity of the Registrable Securities included in any Registration Statement or in respect of Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and the Guarantors and, in the case of a Shelf Registration, reasonable fees and disbursements of a single special counsel for all of the sellers of Registrable Securities (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers and the Guarantors, (ix) internal expenses of the Targa Companies Issuers and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers and the Guarantors performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities Securities to be registered on any securities exchange, in each case, if applicable, and (xii) the reasonable expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers Company whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities Notes or Exchange Securities Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expensesexpenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Targa Companies Company and reasonable fees and disbursements of one special counsel for the Initial Purchasers and the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Notes, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), (x) the expense of any annual or special audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, (xii) the fees and disbursements of underwriters, if applicableany, customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of the Registrable Notes which discounts, commissions or taxes shall be paid by Holders of such Registrable Notes) and (xiixiii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers Issuers, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers . Notwithstanding the foregoing or anything to the contrary in this Agreement, each Holder shall reimburse the Holders pay all underwriting discounts and commissions of the any underwriters with respect to any Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements sold by or on behalf of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statementit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers and the Guarantors shall be borne by the Issuers and the Guarantors whether or not the Exchange Offer is consummated or the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, : (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof6(f), in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), ; (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses prospec­tuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Ex­change Securities, as the case may be, ); (iii) reasonable messenger, telephone telephone, duplication, word processing and delivery expenses, expenses incurred by the Issuers and the Guarantors in the performance of their obligations hereunder; (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for Issuers, the sellers of Registrable Securities (Guaran­tors and, subject to the provisions of Section 6(b) hereof7(b), the Holders; (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(n)(iii) hereof (including, without limitation, the expenses ex­penses of any special audit and “cold comfort” letters required by or incident to such performance), ; (vi) rating agency feesfees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to FINRA Rule 2720, if any, but only where the need for such a “quali­fied independent underwriter” arises due to a relationship with the Issuers and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, Guarantors; (vii) Securities Act liability insurance, if the Targa Companies Issuers and the Guaran­tors so desire such insurance, ; (viii) fees and expenses of all other Persons Persons, including special experts, retained by the Targa Companies, (ix) Issuers or the Guarantors; internal expenses of the Targa Companies Issuers and the Guarantors (including, without limitation, all salaries and expenses of their respec­tive officers and employees of the Targa Companies performing legal or accounting duties), (x) and the expense expenses of any annual audit, ; and (xiix) rating agency fees and the fees and expenses incurred in connection with the listing (if any) of the securities Securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers and the Guarantors shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel (in addition to one local counsel for each appropriate jurisdiction) chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such any Registration StatementStatement and other reasonable and necessary out-of-pocket expenses of the Holders incurred in connection with the registration of the Registrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers Company whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be), (iii) reasonable messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.,

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company or the Guarantors of their respective obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuers Company and the Guarantors, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Company and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Company) exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company and the Guarantors performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 6 and 9 shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) (exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ixviii) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. In connection with registrations pursuant to Section 4.1 or Section 4.2 hereof, the Company shall pay all of the costs and expenses incurred in connection with the registrations thereunder (the “Registration Expenses”), including all (a) All registration and filing fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveexpenses, including, without limitation, (i) all registration and filing fees (including, without limitationthose related to filings with the SEC, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (Bb) fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (iic) reasonable processing, duplicating and printing expenses, including, without limitation, including expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beHolder, (iiid) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) ’s internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any liability insurance and the expense of any annual auditaudit or quarterly review), (xie) the fees and expenses incurred in connection with listing the listing of the securities to be registered Registrable Securities for trading on any a national securities exchange, (f) fees and expenses in connection with the preparation of the registration statement and related documents covering the Registrable Securities, (g) fees and expenses, if applicableany, incurred with respect to any filing with FINRA, (h) any documented out-of-pocket expenses of the underwriter(s) incurred with the approval of the Company, (i) the cost of providing any CUSIP or other identification numbers for the Registrable Securities, (j) fees and expenses and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including, without limitation, the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested), (k) fees and expenses of any special experts retained by the Company in connection with such registration, and (xiil) the reasonable and documented fees and expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse one firm of counsel for the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen to be selected by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such registration (“Holders’ Counsel”); provided, however, that the Company shall reimburse the Holders for the reasonable and documented fees and disbursements of one, but not more than one, additional counsel retained by any Holder for the purpose of rendering any opinion required by the Company or the managing underwriter(s) to be rendered on behalf of such Holder in connection with any Demand Registration. Notwithstanding the foregoing, the Holders shall be responsible, on a pro rata basis based on the number of Registrable Securities included in the applicable registered offering by each such Holder, for any underwriting discounts, commissions and stock transfer fees attributable to the sale of Registrable Securities pursuant to a Registration StatementStatement and any other out-of-pocket expenses of the Holders not required to be paid by the Company pursuant to this Section 4.3. The obligation of the Company to bear the expenses described in this Section 4.3 and to pay or reimburse the Holders for the expenses described in this Section 4.3 shall apply irrespective of whether any sales of Registrable Securities ultimately take place.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers Issuers, whether or not the Exchange Offer Registration Statement or a the Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the an Exchange SecuritiesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities a Shelf Registration or in the case of Exchange Securities Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities Notes in connection with a Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance)hereof, (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xivii) the fees and expenses incurred in connection with the listing rating of the securities to be registered on any securities exchangesecurities, in each case, if applicable, and (xiiviii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, Company (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (B) fees and expenses of compliance with state securities or Blue Sky laws (laws, including, without limitation, reasonable any fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by a Requisite Shareholder or the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Company, (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent certified registered public accountants accounting firms referred to in Section 5(n)(iii5(o)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance)this Agreement) and any other persons, (vi) rating agency fees, if anyincluding special experts retained by the Company, and any (vii) (A) reasonable fees associated with making and disbursements of counsel for each of the Requisite Shareholders, and (B) if none of such Requisite Shareholders is participating in the offering, reasonable fees and disbursements of one counsel for holders of Registrable Securities whose shares are included in a Registration Statement, which counsel in the case of this clause (B) shall be selected by the holders of a majority of the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiincluded in such Registration Statement) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained shall be borne by the Targa CompaniesCompany whether or not any Registration Statement is filed or becomes effective. In addition, (ix) the Company shall bear all of its internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchangeexchange on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, if applicableincluding special experts, retained by the Company. The Company shall not be required to pay (i) except as noted above, fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (xiiexcept as set forth in clauses 6(i)(B) the expenses and 6(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders distribution of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more (other than one counsel chosen with respect to Registrable Securities sold by the Holders of a majority in aggregate principal amount Company), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be included in such Registration Statementpaid by the Company pursuant to the first paragraph of this Section 6.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers Issuers, whether or not the Exchange Offer Registration Statement or a the Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the an Exchange SecuritiesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities a Shelf Registration or in the case of Exchange Securities Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Targa Companies Issuers and the reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities Notes (subject exclusive of any counsel retained pursuant to Section 7 hereof) selected by the Holders of a majority in aggregate principal amount of Notes, Exchange Notes and Private Exchange Notes being registered and reasonably satisfactory to the provisions of Section 6(b) hereof)Issuers, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, (xi) any required fees and expenses incurred in connection with any filing required to be made with FINRA and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all reasonable underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions which shall not be borne by the Issuers) shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of one counsel in connection with Blue Sky qualifications of the Registrable Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities Notes or Exchange Securities Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersunderwriter, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Issuers, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement Initial Purchasers for the reasonable fees and disbursements expenses of not more than one counsel chosen in connection with the Exchange Offer, which shall be Xxxxxx Xxxxxx & Xxxxxxx LLP or such other counsel as selected by the Holders of a majority in aggregate principal amount interests of the Registrable Securities Holders, and shall not be required to be included pay any other legal expenses in such Registration Statementconnection therewith.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(m) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers Company and the Guarantors whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, : (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering NASD and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements disburse- ments of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof6(f), in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), ; (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be, ); (iii) reasonable messenger, telephone telephone, duplication, word processing and delivery expenses, expenses incurred by the Company in the performance of its obligations hereunder; (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), Company; (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), ; (vi) rating agency feesfees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the NASD, if any, and any fees associated but only where the need for such a "qualified independent underwriter" arises due to a relationship with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, ; (vii) Securities Act liability insurance, if the Targa Companies desire Company so desires such insurance, ; (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) Company; internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), (x) ; and the expense of any annual audit, ; and (xiix) rating agency fees and the fees and expenses incurred in connection with the listing of the securities Securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers Company and the Guarantors shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such any Registration Statement. The Company shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Securities or Private Exchange Securities in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Security or Private Exchange Security in a name other than that of the holder of the Note in respect of which such Exchange Security or Private Exchange Security is being issued. (c) Neither the Company or the Guarantors shall be liable for any underwriting, brokerage, finder's or similar fees, discounts or commissions, if any, attributable to the sale of the Registrable Securities which discounts, commissions or taxes shall be paid by the Holders of such Registrable Securities.

Registration Expenses. ​ (a) All fees and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, without limitation, as well as any expenses related to: (i) all registration registration, qualification and filing fees (including, without limitation, (A) including filings with FINRA and the reasonable fees with respect to filings required to be made with and disbursements of counsel for the FINRA underwriters incurred in connection with an underwritten offering FINRA qualification of the Registrable Securities subject to any applicable limits or caps agreed), (ii) reasonable and (B) documented fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, including reasonable fees and disbursements of counsel for the underwriters incurred in connection with Blue Sky qualifications blue sky qualification of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, subject to any applicable limits or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)caps agreed), (iiiii) printing expenses, including, without limitation, expenses (including expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Depositary Trust Company and of printing prospectuses if the printing of prospectuses is requested by required in connection with the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expensesoffering), (iv) fees and disbursements of counsel custodians, (v) all expenses related to the “road show” for any underwritten Public Offering pursuant to the Targa Companies and rights contained in this Agreement, (vi) fees and disbursements expenses of the transfer agent and registrar of the Company’s Ordinary Shares, (vii) reasonable fees and expenses of one special counsel for to represent all the sellers participating Holders (as selected by the Holders representing a majority of the Registrable Securities included in such Demand Registration) and, to the extent such counsel cannot provide legal opinions in any jurisdiction required by the underwriters, of counsel to any Holder of Registrable Securities providing legal opinions required by the underwriters and (subject to the provisions of Section 6(b) hereof), (vviii) fees and disbursements of counsel for the Company and all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if anyaccountants, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, Company (ixall such expenses being herein called “Registration Expenses”) internal expenses of shall be borne by the Targa Companies (including, without limitation, Company. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all salaries underwriting discounts and expenses of officers commissions and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of stock transfer taxes applicable to the securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreementsold for such Person’s account. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer shall be borne by the Issuers Issuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified registered public accountants referred to in Section 5(n)(iii6(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuer desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ixviii) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, applicable and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) The Issuers . Notwithstanding the foregoing or anything to the contrary in this Agreement, each Holder shall reimburse the Holders pay all underwriting discounts and commissions of the any underwriters with respect to any Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements sold by or on behalf of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statementit.

Registration Expenses. (a) All Except as otherwise expressly provided herein to the contrary, the Corporation will bear all fees and expenses incident to the Corporation’s performance of or compliance with its obligations under this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, including without limitation, limitation all (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with any trading market on which the FINRA in connection with an underwritten offering and common stock is then listed for trading, (B) fees and expenses of with respect to compliance with applicable state securities or Blue Sky blue sky laws (including, without limitation, reasonable fees and disbursements of counsel for the Corporation in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions as requested by the Holders) and (xC) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities or Exchange Securities with FINRA pursuant to be sold by FINRA Rule 5110, so long as the broker is receiving no more than a Participating Broker-Dealer during the Applicable Period))customary brokerage commission in connection with such sale, (ii) printing expenses, expenses (including, without limitation, (A) expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company under all circumstances, and (B) expenses of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any the Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses, (iv) expenses fees and disbursements of its counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all its independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and or “cold comfort” letters required by or incident to such performanceperformance or compliance), (viiv) rating agency fees, 1933 Act liability insurance (if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust CompanyCorporation elects to obtain such insurance), (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viiiv) fees and expenses of all other Persons retained by the Targa CompaniesCorporation in connection with the consummation of the transactions contemplated by this Agreement and (vi) the expenses and fees for listing securities to be registered on each securities exchange on which securities are then listed (all such expenses being herein referred to as “Registration Expenses”); provided, (ix) however, that Registration Expenses borne by the Corporation shall not include any underwriting discounts, commissions or fees attributable to the sale of the Holder’s Registrable Securities or the fees and expenses of counsel for the Holder, which underwriting discounts, commissions, fees and expenses of counsel shall in all cases be borne solely by the Holder, and, provided, further that the Holder will bear all its other expenses incurred in fulfilling its obligations under this Agreement. In addition, the Corporation shall be responsible for all of its internal expenses incurred in connection with the consummation of the Targa Companies transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) audit and the fees and expenses incurred in connection with the listing of the securities to be registered Registrable Securities on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreementexchange as required hereunder. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers Company whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel counsel) in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Securities to be sold in a public offering or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), ; (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible 16 -15- for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be, ); (iii) reasonable messenger, telephone and delivery expenses, expenses incurred by the Company; (iv) fees and disbursements of counsel for the Targa Companies Company and fees all documentation related thereto, including any underwriting agreement and disbursements of special counsel for the sellers of Registrable Securities all related documentation (subject to the provisions of Section 6(b) hereof), ); (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), ; (vi) the reasonable fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to the Conduct Rules of the NASD; (vii) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, ; (viiviii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, ; (viiiix) fees and expenses of all other Persons retained by the Targa Companies, Company; (ixx) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), ; (xxi) the expense of any annual audit, audit of the Company; (xixii) the fees and expenses incurred by the Company in connection with the listing of the securities to be registered Registrable Securities on any securities Securities exchange, if applicable, ; and (xiixiii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Anything contained herein to the contrary notwithstanding, the Company shall not have any obligation whatsoever in respect of any fees or expenses of counsel to any underwriters, underwriters' discounts or commissions, brokerage commissions, dealers' selling concessions, transfer taxes or any other selling expenses (other than those expressly enumerated in clauses (i) through (xiii) above) incurred in connection with the underwriting, offering or sale of Registrable Securities or Exchange Securities by or on behalf of any Person. (b) The Issuers In connection with any Shelf Registration Statement hereunder, the Company shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement such registration for the reasonable fees and disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration StatementStatement and other reasonable out-of-pocket expenses of the Holders of Registrable Securities incurred in connection with the registration of the Registrable Securities.

Registration Expenses. (a) All fees Any and all expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, without limitation, : (i) all registration Commission, securities exchange, NASD registration, listing, inclusion and filing fees (including, without limitationif applicable, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of any “qualified independent underwriter” (and its counsel) that is required to be retained by any holder of Registrable Shares in accordance with the rules and regulations of the NASD, (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or Blue Sky blue sky laws (including, without limitation, any registration, listing and filing fees and reasonable fees and disbursements of counsel in connection with Blue Sky qualifications blue sky qualification of any of the Registrable Securities or Exchange Securities Shares and determination the preparation of a blue sky memorandum and compliance with the rules of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable PeriodNASD)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messengerall expenses of any Persons in preparing or assisting in preparing, telephone word processing, duplicating, printing, delivering and delivery expensesdistributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on any securities exchange or the Nasdaq Stock Market pursuant to Section 4(m) of this Agreement, (v) the fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof of the Company (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), and reasonable fees and disbursements of one counsel for the selling Holders to review the Mandatory Shelf Registration Statement, any Subsequent Shelf Registration Statement, and, if the Company notifies the Holders pursuant to Section 2(b) hereof of its intent to file an IPO Registration Statement within one year of the date of this Agreement, the IPO Registration Statement, and (vi) rating agency any fees and disbursements customarily paid by issuers in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement), provided, however, that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions and transfer taxes or transfer fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing the sale or disposition of Registrable Shares by a Holder and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement. (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration Statement for the reasonable fees and disbursements of not more than one any counsel chosen by to the Holders of a majority other than as provided for in aggregate principal amount of the Registrable Securities to be included in such Registration Statementsubparagraph (v) above.