Common use of Registration Expenses Clause in Contracts

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Issuer’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” ”, and its one counsel to such person, that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky lawslaws (including the reasonable fees and disbursements of one counsel to the Holder of Transfer Restricted Securities); (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Issuer and the Guarantors and, subject to Section 7(b) hereof, one counsel to the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Issuer and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Issuer or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cxxxxx Xxxxxx & Xxxxxx L.L.P. Rxxxxxx llp or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ Company's performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all SEC and securities exchange or NASD registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (andincluding, if applicable, the fees and expenses of any “"qualified independent underwriter” and its counsel that may be required by ," as such term is defined in Schedule E to the rules and regulations bylaws of the FINRA)NASD, and of its counsel); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or laws (including fees and disbursements of counsel for the underwriters in connection with blue sky lawsqualifications); (iii) all expenses of printing (including printing certificates for the Purchased Shares and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Company and, subject to in accordance with Section 7(b4(b) hereofbelow, the Holders of Transfer Restricted Registrable Securities; and (v) all application and filing fees in connection with listing the Purchased Shares on a national exchange or automated quotation system; (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Company (including the expenses of any special audit and comfort letters required by or incident to such performance). Each ; (vii) any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require, and (viii) expenses incurred in connection with any road show (excluding the out-of-pocket expenses of the Issuers and the Guarantors Investors in connection with any such road show). The Company will, in any eventaddition, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or the Guarantorsdisposition of such Holder's Registrable Securities pursuant to a Registration Statement. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Registrable Securities being registered pursuant to the Shelf a Demand Registration Statementor Piggy-Back Registration, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Registrable Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted SecuritiesSecurities in connection with the transactions contemplated by this Agreement; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more than one counsel, who which shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance, if applicable). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. (c) Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to any Shelf Registration Statement.

Registration Expenses. (a) All expenses incident to the Issuers’ Cinemark and the Guarantors’ performance of or compliance with this Agreement will be borne jointly and severally by the Issuers Cinemark and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of incurred in connection with compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCinemark, the Guarantors and, subject to and in accordance with Section 7(b) hereofbelow, the Holders of Transfer Restricted Applicable Securities; (v) if applicable, all application and filing fees in connection with listing Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Cinemark (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Cinemark and the Guarantors will, in any event, will bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCinemark and/or any Guarantor. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly Cinemark and severally, the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Applicable Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who which shall be Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Applicable Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA))expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Company and the Guarantors and, subject to Section 7(b) hereof, and one special counsel for all of the Holders of Transfer Restricted SecuritiesSecurities selected by the Holders of a majority in principal amount of Transfer Restricted Securities being registered; and (v) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of ; provided, however, that in no event shall the Issuers and Company or the Guarantors be responsible for any underwriting discounts, commissions or fees attributable to the sale or other disposition of Transfer Restricted Securities. The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly the Company and severally, the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered who are tendering Initial Notes in the Exchange Offer and/or selling or reselling Initial Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may Xxxxxxx LLP, unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers and Company or the GuarantorsGuarantor, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors Guarantor and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors Guarantor (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers The Company and the Guarantors Guarantor will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the GuarantorsGuarantor. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers Company and the GuarantorsGuarantor, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted SecuritiesSecurities in connection with the transactions contemplated by this Agreement; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); provided, that all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of a Holder’s Transfer Restricted Securities pursuant to a Shelf Registration Statement shall be the responsibility of each Holder. Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Xxxx Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and or the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any the Initial Purchaser Purchasers or Holder Holders with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each ; and (vi) all fees and expenses of the Trustee and the exchange agent and their counsel. The Issuers and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Cravath, Swaine & Xxxxxx L.L.P. Xxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA))expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all the reasonable fees and disbursements of counsel for the IssuersCompany and the Guarantors, and, in the case of a Shelf Registration Statement, the Guarantors and, subject to Section 7(b) hereof, reasonable and documented fees and disbursements of one counsel for all of the Holders of Transfer Restricted SecuritiesSecurities selected by the Holders of a majority in principal amount of Transfer Restricted Securities being registered; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of ; provided, however, that in no event shall the Issuers and Company or the Guarantors be responsible for any underwriting discounts and commissions, brokerage commissions and transfer taxes, and fees attributable to the sale or other disposition of Transfer Restricted Securities. The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including any filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)) and all rating agency fees); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereofGuarantors, the Holders of Transfer Restricted SecuritiesTrustee and any Holders; and (v) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any a Shelf Registration Statement required by this AgreementStatement, the Issuers Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered resold pursuant to the “Plan of Distribution” contained in such Shelf Registration Statement, as applicable, Statement for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the vote of the Holders of a the majority in aggregate principal amount of the all Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

Registration Expenses. (a) All Subject to Section 8(c), all expenses incident to the Issuers’ and the Guarantors’ Company’s performance of or and compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement is ever filed or becomes effective, including, including without limitation: ; (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); expenses; (ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities or blue sky laws; ; (iii) all expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), if any, messenger and delivery services and telephone; ; (iv) all rating agency fees; (v) all fees and disbursements of counsel for the Issuers, Company; (vi) all application and filing fees in connection with listing the Guarantors and, subject Exchange Securities on a national securities exchange or automated quotation system pursuant to Section 7(b) the requirements hereof, the Holders of Transfer Restricted Securities; and ; (vvii) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Company (including the expenses of any special audit and comfort letters required by or incident to such performance). Each ; (viii) all fees and disbursements relating to the qualification of the Issuers Indenture under applicable securities laws; (ix) all premiums and other costs of policies of insurance maintained by the Company against liabilities arising out of the public offering of the Transfer Restricted Securities being registered; (x) all fees and expenses of a “qualified independent underwriter” as defined by Conduct Rule 2720 of the NASD, if required by the NASD rules, in connection with the offering of the Exchange Securities or Transfer Restricted Securities in an underwritten offering; and (xi) the reasonable fees and expenses of the Trustee, including its counsel, and any escrow agent or custodian. Notwithstanding the foregoing, the holders of the Exchange Securities or Transfer Restricted Securities being registered shall pay all agency or brokerage fees and commissions and underwriting discounts and commissions attributable to the sale of Transfer Restricted Securities and the Guarantors willfees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly) (excluding advisors or other experts retained by the Company, as aforesaid); provided, however, that in the case of a Shelf Registration Statement under Section 2 and Section 3 hereof, the Majority Holders may, in any eventeach case, if they so elect, select Holders’ Counsel to represent them (which may be counsel to the Initial Purchasers), in which event the aforementioned registration expenses shall include the reasonable fees and disbursements of such counsel up to a maximum of $80,000. The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Personperson, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Issuers and the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementStatement, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to a Shelf Registration Statement.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA))expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Company and the Guarantors and, subject to Section 7(b) hereof, and one counsel for all of the Holders of Transfer Restricted SecuritiesSecurities selected by the Holders of a majority in principal amount of Transfer Restricted Securities being registered; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of ; provided, however, that in no event shall the Issuers and Company or the Guarantors be responsible for any underwriting discounts, commissions or fees attributable to the sale or other disposition of Transfer Restricted Securities. The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly the Company and severally, the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered who are tendering Initial Notes in the Exchange Offer and/or selling or reselling Initial Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who counsel shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared, if any.

Registration Expenses. (a) All expenses incident to the Issuers’ and the GuarantorsObligors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyObligors, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with United States federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Obligors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Obligors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Obligors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by any of the Issuers or the GuarantorsObligors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, Obligors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered resold pursuant to the Shelf Registration Statement, as applicable, Statement for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared. (c) Each Holder will pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to the Shelf Registration Statement.

Registration Expenses. (a) All reasonable and customary expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. Each Holder shall pay all underwriting discounts, commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to the Shelf Registration Statement. (b) In connection with any Shelf Registration Statement required by this AgreementStatement, the Issuers Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered resold pursuant to the Shelf Registration Statement, as applicable, Statement for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel reasonably acceptable to the Company and the Guarantors as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” ”, and its one counsel to such person, that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky lawslaws (including the reasonable fees and disbursements of one counsel to the Holders of Transfer Restricted Securities); (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, one counsel to the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Cravath, Swaine & Xxxxxx L.L.P. Xxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) hereof, one counsel for the Holders of Transfer Restricted Securities; and (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); and (vii) all fees and expenses of the exchange agent and the Trustee, including the fees and disbursements of their counsel. Each of the Issuers and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Cravath, Swaine & Xxxxxx L.L.P. Xxxxx LLP, or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” ”, and its one counsel to such person, that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky lawslaws (including the reasonable fees and disbursements of one counsel to the Holder of Transfer Restricted Securities); (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Company and the Guarantors and, subject to Section 7(b) hereof, one counsel to the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the GuarantorsIssuers, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Issuers and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); (vii) all rating agency fees; (viii) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws; and (ix) all fees and disbursements of the Trustee and its counsel. Each of the Issuers and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsIssuers. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), the Issuers, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP, or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser purchaser of Transfer Restricted Securities or Holder with the FINRA (and, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx llp or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and Company or the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers The Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Issuer’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser Purchasers or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Issuer and the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each The Issuer and each of the Issuers and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Issuer or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to a Shelf Registration Statement.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any the Initial Purchaser or any Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), the Company and the Guarantor, jointly and severally, will reimburse the Initial Purchasers Purchaser and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Shearman & Xxxxxx L.L.P. Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ Company's performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, Company regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any the Initial Purchaser or Holder any Holders with the FINRA NASD (and, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of Transfer Restricted Securities or blue sky lawsRegistrable Shares and determination of the eligibility of Transfer Restricted Securities and Registrable Shares for investment under the laws of such jurisdictions where (x) the Holders of Transfer Restricted Securities are located and (y) the selling Holders or underwriters, if any, may request pursuant to Section 4(b)(xi) hereof; (iii) fees and expenses in connection with the obtaining of any approval from any relevant authority in the Federal Republic of Germany; (iv) all expenses of printing (including printing of Prospectuses), if any, messenger and delivery services and telephone; (ivv) all reasonable fees and disbursements of counsel for the Issuers, the Guarantors Company and, subject to Section 7(b5(b) hereofbelow, the Holders of Transfer Restricted Securities; (vi) all application, admission and filing fees in connection with listing or admission on an internationally recognized stock exchange of any Transfer Restricted Securities or Registrable Shares; (vvii) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Company (including including, without limitation, the expenses of any special audit and comfort letters required by or incident to such performance). Each ; (viii) rating agency fees, if any, and any fees associated with making the Transfer Restricted Securities, Registrable Shares and Conversion Shares eligible for trading through The Depository Trust Company; (ix) Securities Act liability insurance, if the Company desires such insurance, (x) reasonable fees and expenses of all other Persons retained by the Company, (xi) internal expenses of the Issuers and the Guarantors will, in any event, bear its internal expenses Company (including, without limitation, all salaries and expenses of its officers and employees of the Company performing legal or accounting duties), ; (xii) the expenses of any annual audit audit; and (xiii) the fees expenses relating to printing, word processing and expenses of distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any Person, including special experts, retained by the Issuers or the Guarantorsother documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities or Registrable Shares being registered pursuant to the Shelf such Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities Notes and in number of Registrable Shares for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the each Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Issuer’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Issuer and the Guarantors, Guarantors jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersIssuer, the Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each ; and (vi) all fees and expenses of the Issuers trustee and the exchange agent and their counsel. The Issuer and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Issuer or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s, the Co-Issuer’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company, the Co-Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” ”, and its one counsel to such person, that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky lawslaws (including the reasonable fees and disbursements of one counsel to the Holder of Transfer Restricted Securities); (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Co-Issuer, the Guarantors and, subject to Section 7(b) hereof, one counsel to the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company, the Co-Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company, the Co-Issuer and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company, the Co-Issuer or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company, the Co-Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Company and the Guarantors and, subject Guarantors; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to Section 7(b) hereof, the Holders of Transfer Restricted Securitiesrequirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Registrable Securities being registered pursuant to the Shelf Registration Statement, as applicable, Statement for the reasonable fees and disbursements of not more than one counsel, who which shall be Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP, excluding any and all fees and expenses of advisors or counsel to the underwriters, if any. Each Holder shall pay any underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such other counsel as may be chosen by Holder’s Registrable Securities pursuant to the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being preparedStatement.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each ; (vi) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vii) all fees and disbursements of the Issuers Trustee and its counsel. The Company and each of the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any the Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Issuers and the Guarantors and, subject to the extent provided for in Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers Purchaser and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to a Shelf Registration Statement.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all reasonable fees and disbursements of counsel for the IssuersCompany and the Guarantors, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. Notwithstanding the foregoing, the Holders of Transfer Restricted Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions, if any, and transfer taxes, if any, attributable to the sale of such Transfer Restricted Securities, and the fees and disbursements of any counsel or other advisors or experts retained by such Holders (severally or jointly), other than the counsel and experts specifically referred to above or below. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counselcounsel for the Holders of Transfer Restricted Securities and the Initial Purchasers, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Issuer’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offers and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersIssuer, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all fees and expenses of the Trustee and any exchange agent and their counsel; (vi) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvii) all fees and disbursements of independent certified public accountants of the Issuers Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Issuer and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Issuer or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, Statement for the reasonable and documented fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the GuarantorsObligors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyObligors, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with United States federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Obligors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Obligors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Obligors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by any of the Issuers or the GuarantorsObligors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, Obligors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered resold pursuant to the Shelf Registration Statement, as applicable, Statement for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Xxxxxxx Xxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared. (c) Each Holder will pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to the Shelf Registration Statement.

Registration Expenses. (a) All expenses incident to the Issuers’ Company's and the Guarantors’ ' performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA))expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to in accordance with Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its and the Guarantors' internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantorsany Guarantor. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly the Company and severally, the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered who are tendering Initial Notes in the Exchange Offer and/or selling or reselling Initial Notes or Exchange Notes pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. or such other counsel as may Xxxxxxxx, unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance)) ; but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of a Holder’s Transfer Restricted Securities pursuant to the Shelf Registration Statement, which shall be the responsibility of each such Holder. Each of the Issuers The Company and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Xxxxx Xxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ Company's performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the reasonable fees and expenses of any “"qualified independent underwriter” ") and its counsel that may be required by the rules and regulations of the FINRA)NASD); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, and associated messenger and delivery services and telephonetelecommunications usage; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Company and, subject to Section 7(b8(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing Notes on a national securities exchange or automated quotation system; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors other Persons whose financial statements are included in a Registration Statement (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly and severally, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen selected by the Holders Representative and reasonably acceptable to the Company (unless such counsel elects not to so act). The Company shall not be required to pay any underwriting discount, commission or similar fee related to the sale of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being preparedany securities.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); provided that all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of a Holder’s Transfer Restricted Securities pursuant to a Shelf Registration Statement shall be the responsibility of each Holder. Each of the Issuers and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Xxxxxxx Xxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers The Company and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any the Shelf Registration Statement required by this Agreement, the Issuers Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, Statement for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Xxxxx Day or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Notwithstanding the foregoing, subject to Section 7(b) below, the Holders for whose benefit a Registration Statement is being prepared shall pay all agency fees, underwriting discounts, commissions, fees and disbursements of counsel to the underwriters or the Holder(s), and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Securities or Exchange Securities by a Holder. Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who acts for all of the Initial Purchasers and such Holders, who shall be Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser of the Dealer Managers or any Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” ”, and its one counsel to such person, that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky lawslaws (including the reasonable fees and disbursements of one counsel to the Holders of Transfer Restricted Securities); (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, one counsel to the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof, if required to so list; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers Dealer Managers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All Subject to Section 3.08(b), all expenses incident to the Issuers’ and the Guarantors’ Company’s performance of or compliance with this Agreement will shall be borne paid by the Issuers and the GuarantorsCompany, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: including (i) all registration and filing fees, and any other fees and expenses (including associated with filings required to be made by any Initial Purchaser or Holder with the SEC, FINRA (and, and if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 5121 of FINRA. (or any successor provision), and of its counsel that may be required by the rules and regulations of the FINRA)); counsel, (ii) all fees and expenses of in connection with compliance with federal securities and state any securities or blue sky laws; “Blue Sky” laws (including fees and disbursements of counsel for the underwriters in connection with “Blue Sky” qualifications of the Registrable Securities), (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing (including certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing of Prospectuses and Issuer Free Writing Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) hereof, the Holders Company and of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance). Each , (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of Registrable Securities on any securities exchange or quotation of the Issuers Registrable Securities 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 and one accounting firm as selected by the Guarantors willholders of a majority of the Registrable Securities included in such Registration, (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any eventRegistration, bear its (x) all of the Company’s internal expenses (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), (xi) all expenses related to the expenses of “road-show” for any annual audit Underwritten Offering, including all travel, meals and the lodging and (xii) any other fees and expenses of any Person, including special experts, retained disbursements customarily paid by the Issuers or issuers of securities. All such expenses are referred to herein as “Registration Expenses.” Notwithstanding the Guarantorsforegoing, in no event will underwriting discounts, commissions, fees and related expenses constitute Registration Expenses. (b) In Subject to Section 3.08(c), upon a withdraw by a Demand Party of its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement pursuant to Section 3.01(b), such Demand Party shall reimburse the Company for all reasonable out-of-pocket Registration Expenses. (c) A Demand Party shall not be required to reimburse the Company for its expenses incurred in connection with any Shelf an attempted Demand Registration Statement required by this Agreement, the Issuers pursuant to Section 3.08(b) (and the Guarantorsattempted Demand Registration shall not count as a Demand Registration for purposes of Section 3.11) if: (i) the Demand Party determines in its good faith judgment to withdraw its request for such registration due to a material adverse change in the Company (other than as a result of any action by the Demand Party); (ii) such registration is interfered with by any stop order, jointly and severally, will reimburse injunction or other order or requirement of the Initial Purchasers SEC or other governmental agency or court for any reason (other than as a result of any act by the Demand Party) and the Holders of Transfer Restricted Securities being registered pursuant Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Demand Party’s reasonable satisfaction; (iii) the Demand Party requests that the Company withdraw the registration at any time during a period in which a Demand Suspension or Shelf Registration Statement, Suspension is in effect or within ten days after the termination of a period in which a Demand Suspension or Shelf Suspension is in effect; or (iv) the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied (other than as applicable, for the reasonable fees and disbursements a result of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. a default or such other counsel as may be chosen breach thereunder by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being preparedDemand Party).

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and Company or the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly and severally, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and Company’s or the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, Guarantors regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any the Initial Purchaser Purchasers or Holder Holders with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Company and the Guarantors and, subject to Section 7(b) hereofbelow, counsel for the Holders of Transfer Restricted SecuritiesInitial Notes; (v) all application and filing fees in connection with listing Notes on a national securities exchange or automated quotation system, if any; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers The Company and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantorsany Guarantor. The Company shall not be responsible for any other expenses or costs, including but not limited to commissions, fees and discounts of underwriters, brokers, dealers and agents. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (excluding the Exchange Offer Registration Statement), the Issuers Company and the Guarantors, jointly and severally, Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities Initial Notes being tendered in the Registered Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities Initial Notes for whose benefit such Registration Statement is being prepared; provided that, except in the case of an Underwritten Offering, the fees and expenses of such counsel to be reimbursed by the Company shall not exceed $25,000.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All The Guarantor shall bear all fees and expenses incident to incurred in connection with the Issuers’ performance by the Guarantor of its obligations under Section 2 and the Guarantors’ performance Section 3 of or compliance with this Agreement will be borne by whether or not any of the Issuers Shelf Registration Statements are filed or declared effective under the Securities Act. Such fees and the Guarantors, jointly and severally, regardless of whether a expenses (“Registration Statement becomes effective, includingExpenses”) shall include, without limitation: , (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (andincluding, if applicablewithout limitation, the fees and expenses (x) with respect to filings required to be made with the National Association of any “qualified independent underwriter” Securities Dealers, Inc. and its counsel that may be required by the rules and regulations of the FINRA)); (iiy) all fees and expenses of compliance with federal securities laws and state securities or blue sky laws; Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel for the Holders in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as the Notice Holders of a majority of the Registrable Securities being sold pursuant to a Shelf Registration Statement may designate), (ii) all printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and printing Prospectuses), (iii) all duplication and mailing expenses relating to copies of printing (including printing of Prospectuses)any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersGuarantor, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants the Trustee and its counsel and of the Issuers registrar and transfer agent for the Guarantors Common Stock and (including vi) Securities Act liability insurance obtained by the Guarantor in its sole discretion. In addition, the Guarantor shall pay the internal expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors will, in any event, bear its internal expenses Guarantor (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses expense of any annual audit or quarterly review, the fees and expenses incurred in connection with the listing by the Guarantor of the Registrable Securities on any securities exchange or quotation system on which similar securities of the Guarantor are then listed and the fees and expenses of any Personperson, including including, without limitation, special experts, retained by the Issuers or Guarantor. If the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementGuarantor shall, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to Rule 456(b), defer payment of any registration fees due under the Shelf Securities Act with respect to any Registration Statement, as applicablethe Guarantor agrees that it shall pay the fees applicable to such Registration Statement within the time required by Rule 456(b)(1)(i) (without reliance on the proviso to Rule 456(b)(1)(i)) and in compliance with Rule 456(b) and Rule 457(r). In addition and notwithstanding the foregoing, for the Guarantor shall pay the reasonable fees and disbursements of not more than only one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by for the Holders of a majority in principal amount of connection with the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being preparedStatement.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ ' performance of or compliance with this Agreement will be borne by the Issuers and Company or the Guarantors, jointly and severallyrespective Guarantor, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the reasonable fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Series B Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephonetelephone incurred by the Company the Guarantors and their agents; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Company and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities, (v) all application and filing fees in connection with listing Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the The Issuers and the Guarantors will, in any event, will bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantorsany issuer. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers Purchaser and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company's and the Guarantors’ ' performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “"qualified independent underwriter” ") and its counsel that may be required by the rules and regulations of the FINRA)NASD); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Series B Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephonetelephone relating to printing expenses; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, and the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its and the Guarantors' internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly the Company and severally, the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and Company's or the Guarantors’ ' performance of or compliance with this Agreement will be borne by the Issuers and Company or the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers The Company and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Shearman & Xxxxxx L.L.P. Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s, the Co-Issuer’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company, the Co-Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” ”, and its one counsel to such person, that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky lawslaws (including the reasonable fees and disbursements of one counsel to the Holder of Transfer Restricted Securities); (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Co-Issuer, the Guarantors and, subject to Section 7(b) hereof, one counsel to the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company, the Co-Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company, the Co-Issuer and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company, the Co-Issuer or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company, the Co-Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. Xxxxxxxx or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses in connection with any underwritten offering (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, and messenger and delivery services and telephoneservices; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the reasonable fees of not more than one counsel retained by the Holders of a majority in aggregate principal amount of the outstanding Transfer Restricted SecuritiesSecurities (determined in the manner set forth in the Indenture) in connection with the transactions contemplated by this Agreement; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Registrable Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Registrable Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” section contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being preparedXxxxxxx LLP.

Registration Expenses. (a) All expenses incident to the Issuers’ and Issuer’s or the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any the Initial Purchaser Purchasers or Holder Holders with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersIssuer, the Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each ; and (vi) all fees and expenses of the Issuers trustee and the exchange agent and their counsel. The Issuer and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Issuer or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers Issuer and the Guarantors, jointly and severally, Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and (to the extent contemplated hereunder) state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being preparedprepared with the prior written approval of the Company.

Registration Expenses. (a) All fees and expenses incident to the Issuers’ and the Guarantors’ Company's or any Subsidiary Guarantor's performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, Company or such Subsidiary Guarantor regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including required filings made by any Initial Purchaser or the Holder with the FINRA NASD (and, if applicable, the reasonable fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with U.S. federal securities and state Blue Sky or securities laws or blue sky lawsArgentine laws and regulations; (iii) all expenses of printing (including printing certificates for the New Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Company and, subject to Section 7(b) hereofbelow, all reasonable fees and disbursements of counsel for the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Company (including the expenses of any special audit and comfort letters required by or incident to such performance). Each ; and (vi) all fees and expenses of the Issuers Trustee and any exchange agent and the Guarantors fees and disbursements of its counsel. The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors. (b) Company. In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers and Shelf Registration Statement, but excluding the GuarantorsExchange Offer Registration Statement if no Transfer Restricted Securities are resold pursuant to the "Plan of Distribution" contained therein), jointly and severally, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Proskauer Rose LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. Notwithstanding the foregoing or anything in this Agreement to the contrary, each Holder of Transfer Restricted Securities shall pay all underwriting discounts and commissions of any underwriters with respect to any Notes sold by or on behalf of it.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA))expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, and the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); but excluding any and all fees and expenses of any advisors to the Initial Purchaser and each Holder (except as set forth in Section 7(b) below) and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Securities by a Holder pursuant to any Registration Statement. Each of the Issuers and the Guarantors The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly and severallyregardless of whether a Registration Statement becomes effective, the Company will reimburse the Initial Purchasers Purchaser and the Holders of Transfer Restricted Securities being tendered into in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may Xxxxxxx LLP, unless another firm shall be chosen by the Holders of a majority in the outstanding aggregate principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and Issuer’s or the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and Issuer or the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersIssuer, the Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers each of the Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Issuer and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Issuer or the Guarantorsany Guarantor. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Shearman & Xxxxxx L.L.P. Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject Guarantors; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to Section 7(b) hereof, the Holders of Transfer Restricted Securitiesrequirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Shearman & Xxxxxx L.L.P. Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ each Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxx L.L.P. Xxxx, LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and Company's or the Guarantors’ Guarantor's performance of or compliance with this Agreement will be borne by the Issuers and Company or the Guarantors, jointly and severallyGuarantor, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or selling Holder or underwriter with the FINRA NASD (and, if applicable, the reasonable fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors Guarantor and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof, to the extent required hereunder; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors Guarantor (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered resold in an underwritten offering pursuant to the "Plan of Distribution" contained in any such Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Shearman & Xxxxxx L.L.P. Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephoneservices; (iv) all fees and disbursements of counsel for the Issuers, Company and the Guarantors and, subject to Section 7(b) hereof, reasonable and documented fees and disbursements for one counsel for all of the Holders of Transfer Restricted Securities; and (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; (vi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); and (vii) all fees and disbursements of the Trustee and its counsel. Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers Purchaser and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more than one counsel, who which shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, Guarantors regardless of whether a Registration Statement becomes or is declared effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Company and, subject to Section 7(b8(b) hereof, the Holders of Transfer Restricted Registrable Securities; (v) application and filing fees in connection with listing the Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Company (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers Company and the Guarantors, jointly and severally, Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Registrable Securities being registered pursuant to the Shelf Registration Statement, as applicable, Statement for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Registrable Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally], regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All reasonable and customary expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. Each Holder shall pay all underwriting discounts, commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to the Shelf Registration Statement. (b) In connection with any Shelf Registration Statement required by this AgreementStatement, the Issuers Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered resold pursuant to the Shelf Registration Statement, as applicable, Statement for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel reasonably acceptable to the Company and the Guarantors as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses (other than brokers', dealers' and underwriters' discounts and commissions and brokers', dealers' and underwriters' counsel's fees )incident to the Issuers’ and the Guarantors’ Company's performance of or and compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement is ever filed or becomes effective, including, without limitation: : (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities or blue sky laws; ; (iii) all expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectusesprospectuses), if any, messenger and delivery services and telephone; ; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and Company; (v) all application and filing fees, if any, in connection with listing the Exchange Securities on an automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Company (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors will, in any event, The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Personperson, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may Xxxxx Xxxxxxxxxx LLP unless another firm shall be chosen by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and Company or the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly and severally, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. Xxxxxxxx or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Initial Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); provided that all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of a Holder’s Initial Securities pursuant to a Shelf Registration Statement shall be the responsibility of each Holder. Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Initial Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Fried Frank, Harris, Xxxxxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Initial Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and Company or the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly and severally, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly and severally, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Shearman & Xxxxxx L.L.P. Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s, the Co-Issuer’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company, the Co-Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” ”, and its one counsel to such person, that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky lawslaws (including the reasonable fees and disbursements of one counsel to the Holder of Transfer Restricted Securities); (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Co-Issuer, the Guarantors and, subject to Section 7(b) hereof, one counsel to the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company, the Co-Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company, the Co-Issuer and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company, the Co-Issuer or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company, the Co-Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Cravath, Swaine & Xxxxxx L.L.P. Xxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser underwriter or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates, if any, for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, reasonable fees and disbursements of counsel for the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers The Company and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Hunton & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company's and the Subsidiary Guarantors’ ' performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, Company regardless of whether a Registration Statement becomes effective, including, including without limitationlimitation and as applicable: (i) all Commission, securities exchange or NASD registration and filing fees and expenses (including filings made by any Initial Purchaser Purchasers or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with U.S. federal securities and state securities or blue sky lawsor securities laws and compliance with the rules of the NASD (including reasonable fees and disbursements of one counsel for Holders in connection with blue sky and/or NASD qualification of the Exchange Notes); (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephoneservices; (iv) all fees and disbursements of counsel for the Issuers, Company and the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted SecuritiesSubsidiary Guarantors; and (v) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Company (including the expenses of any special audit and comfort letters required by or incident to such performance)) and (vi) the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of Transfer Restricted Securities covered by the Shelf Registration Statement to act as counsel for the Holders of those Transfer Restricted Securities in connection therewith. Each of the Issuers and the Guarantors The Company will, in any event, bear its their and the Subsidiary Guarantors' internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Subsidiary Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders Each Holder of Transfer Restricted Securities being registered pursuant will pay all underwriting discounts, if any, and commissions and transfer taxes, if any, relating to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements disposition of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Holder's Transfer Restricted Securities for whose benefit such Registration Statement is being preparedSecurities.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx llp or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA))expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Company and the Guarantors and, subject to Section 7(b) hereof, and the reasonable and documented fees and disbursements of one counsel for all of the Holders of Transfer Restricted SecuritiesSecurities selected by the Holders of a majority in principal amount of Transfer Restricted Securities being registered; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of ; provided, however, that in no event shall the Issuers and Company or the Guarantors be responsible for any underwriting discounts, commissions or fees attributable to the sale or other disposition of Transfer Restricted Securities. The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly the Company and severally, the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered who are tendering Initial Notes in the Exchange Offer and/or selling or reselling Initial Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more than one counsel, who counsel shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared, if any.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)), up to $10,000; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany and the Guarantors, the Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; and (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements thereof; (vi) all fees and disbursements of independent certified public accountants of the Issuers Company and each of the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); and (vii) all fees and expenses relating to the qualification of the Indenture under the applicable securities laws. Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Shearman & Xxxxxx L.L.P. Sterling or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any the Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), in the event (i) the Company engages the Initial Purchaser to act as an underwriter for purposes of the Exchange Offer or any re-sales pursuant to a Shelf Registration Statement or (ii) the Company is required to file a Shelf Registration Statement, then, in each case, the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers Purchaser and the such Holders of Transfer Restricted Securities being registered pursuant to the for whose benefit such Shelf Registration StatementStatement is being prepared, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to the extent contemplated by Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement), the Issuers Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered resold pursuant to the “Plan of Distribution” contained in the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being preparedprepared and reasonably acceptable to the Company.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Xxxx Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and Company's or the Guarantors’ ' performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereofbelow, one counsel for the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers The Company and the Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantorsany Guarantor. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly the Company and severally, the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Shearman & Xxxxxx L.L.P. Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ Company’s performance of or compliance with this Agreement (other than underwriting discounts or commissions) will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Company and, subject to Section 7(b) hereofhereof of one firm of counsel, plus local counsel, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Company (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly and severally, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersCompany, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Initial Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); provided that all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of a Holder’s Initial Securities pursuant to a Shelf Registration Statement shall be the responsibility of each Holder. Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Initial Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Xxxxxxx Xxxxx LLP or such other counsel as may be chosen by the Holders of a majority in aggregate principal amount of the Transfer Restricted Initial Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Issuer’s and the Guarantors’ Guarantor’s performance of or compliance with this Agreement will be borne by the Issuers Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersIssuer, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Issuer and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Issuer or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the up to $30,000 of reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Company's and the Guarantors’ Guarantor's performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any the Initial Purchaser Purchasers or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Company and the Guarantors and, subject Guarantors; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to Section 7(b) hereof, the Holders of Transfer Restricted Securitiesrequirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performanceper formance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Company's or any Guarantors’ ' performance of or compliance with this Agreement will be borne by the Issuers Company and the such Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by the Initial Purchasers or any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Series B Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all reasonable fees and disbursements of counsel for the IssuersCompany, the any Guarantors and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the any Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers The Company and the any Guarantors will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly the Company and severally, any Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, Statement for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Weil, Gotshal & Xxxxxx L.L.P. Mangxx XXX or such other counsel as may be chosen by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ Company's performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyCompany, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the New Preferred Stock or the New Exchange Notes, as applicable, to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Company and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing New Preferred Stock or the New Exchange Notes, as applicable, on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Company (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors The Company will, in any event, bear its their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the GuarantorsShelf Registration Statement), jointly and severally, the Company will reimburse the Initial Purchasers Purchaser and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. or such other counsel as may be chosen by the Holders of a majority in Liquidation Amount or principal amount amount, as applicable, of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All expenses incident to the Issuers’ Holdings' and the Guarantors’ Anvil's performance of or compliance with this Agreement will be borne by the Issuers Holdings and the Guarantors, jointly and severallyAnvil, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Series B Senior Notes to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Anvil and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing Senior Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Holdings and the Guarantors Anvil (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Holdings and the Guarantors Anvil will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Holdings or the GuarantorsAnvil. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers Holdings and the GuarantorsAnvil, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counselXxxxxxx Xxxxxxx & Xxxxxxxx, who shall be Xxxxxx & Xxxxxx L.L.P. acting for the Initial Purchasers or such other counsel as may be chosen by Holders in connection with the Holders of a majority in principal amount offer and sale of the Transfer Restricted Securities for whose benefit such Senior Notes pursuant to each Registration Statement is being preparedStatement.

Registration Expenses. (a) All expenses incident to the Issuers’ Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser the Dealer Manager or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, Company and the Guarantors and, subject to Section 7(b) hereof, the reasonable fees and disbursements of counsel for the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this AgreementAgreement (including, without limitation, the Issuers Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers Dealer Manager and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxx Xxxx & Xxxxxx L.L.P. Xxxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Registration Expenses. (a) All fees and expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will by the Company shall be borne by the Issuers and the Guarantors, jointly and severally, regardless of Company whether a or not any Registration Statement is filed or becomes effective, including, without limitation: , (i) all registration and filing fees and expenses (including including, without limitation, (A) fees with respect to filings required to be made by any Initial Purchaser or Holder with the FINRA National Association of Securities Dealers, Inc. in connection with an underwritten offering and (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (iiB) all fees and expenses of compliance with federal securities and state securities or "blue sky laws; sky" laws (iii) all expenses of printing (including printing of Prospectuses)including, if anywithout limitation, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the IssuersUnderwriters or counsel for the Company, in connection with "blue sky" qualifications of the Guarantors andRegistrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as provided in Section 2.4(h), subject to Section 7(bin the case of Registrable Securities)), (ii) hereofprinting expenses (including, without limitation, expenses of printing certificates for Registrable 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, if any, or by the Holders of Transfer Restricted Securities; a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses, (viv) all fees and disbursements of counsel for the Company, (v) fees and disbursements of all independent certified public accountants of the Issuers and the Guarantors referred to in Section 2.4(k) (including including, without limitation, the expenses of any special audit and comfort "cold comfort" letters required by or incident to such performance). Each , (vi) Underwriters' fees and expenses (excluding discounts, commissions, or fees of Underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Issuers Registrable Securities, but including the fees and expenses of any "qualified independent Underwriter" or other independent appraiser participating in an offering pursuant to Schedule E to the Guarantors willBy-laws of the National Association of Securities Dealers, in any eventInc.), bear its (vii) rating agency fees, (viii) Securities Act liability insurance, if the Company so desires such insurance, (ix) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees of the Company performing legal or accounting duties), (x) the expenses expense of any annual audit audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and (xii) the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsCompany. (b) In connection with any Shelf Registration Statement required by this Agreementhereunder, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted the Registrable Securities being registered pursuant shall bear the discounts, commissions, or fees of Underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the Shelf Registration Statement, as applicable, for distribution of the reasonable Registrable Securities and the fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxx L.L.P. Special Counsel or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being preparedHolders.

Registration Expenses. (a) All expenses incident to the Issuers’ and the Guarantors’ Holdings' performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severallyHoldings, regardless of whether a Registration Statement becomes effective, including, including without limitation: (i) all registration and filing fees and expenses (including filings made by any the Initial Purchaser or Holder with the FINRA NASD (and, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel that may be required by the rules and regulations of the FINRANASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Series B Senior Preferred Stock to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors Holdings and, subject to Section 7(b) hereofbelow, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vvi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors Holdings (including the expenses of any special audit and comfort letters required by or incident to such performance). Each of the Issuers and the Guarantors Holdings will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the GuarantorsHoldings. (b) In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors, jointly and severally, Holdings will reimburse the Initial Purchasers Purchaser and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counselXxxxxxx Xxxxxxx & Xxxxxxxx, who shall be Xxxxxx & Xxxxxx L.L.P. acting for the Initial Purchaser or such other counsel as may be chosen by Holders in connection with the Holders of a majority in principal amount offer and sale of the Transfer Restricted Securities for whose benefit such pursuant to each Registration Statement is being preparedStatement.