Common use of Registration Expenses Clause in Contracts

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b)), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Issuers, (ix) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of one counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of any of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severallyCompany, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and Company and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holder of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersCompany, (ixviii) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severallyCompany, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws where required (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holder of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder. Notwithstanding the foregoing, the Issuers, jointly and severally, Issuers shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notespay underwriting or brokerage discounts or commissions.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers, jointly Company and severallythe Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, : (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, in an Underwritten Offering or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Shelf Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (subject Guarantors and, to the provisions of extent provided in Section 6(b7(b)), the Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, if any, and the fees and expenses incurred in connection with making Exchange Notes eligible for trading through the Depository Trust Company, (vii) Securities Act liability insurance, if the Issuers Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Issuers Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, agreements and indentures relating to the Notes or the Exchange Notes and any other documents necessary in order to comply with this Agreement. Notwithstanding anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Shelf Registration. The Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note is being issued. The Company and other out-of-pocket the Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, Issuer whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) reasonable fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such the jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Issuer and reasonable fees and disbursements of one firm of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b))Notes, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holder of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if any of the Issuers desire desires such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Except as set forth in the preceding sentence, each Holder shall pay all other expenses relating to the sale or disposition of such Holder's Notes, Exchange Notes or Private Exchange Notes, including without limitation, all underwriting discounts and commissions of any underwriters with respect to any Notes, Exchange Notes, or Private Exchange Notes sold by or on behalf of such Holder, if any. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and the reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to Section 8 hereof) selected by the Holders of a majority in aggregate principal amount of Notes, Exchange Notes and Private Exchange Notes being registered and reasonably satisfactory to the provisions of Section 6(b))Issuers, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, (xi) any required fees and expenses incurred in connection with any filing required to be made with the FINRA and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers, jointly Company and severallythe Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 5(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Guarantors and, subject to the provisions of Section 6(b)), the Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Issuers Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and other out-of-pocket the Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and the reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to Section 7 hereof) selected by the Holders of a majority in aggregate principal amount of Notes, Exchange Notes and Private Exchange Notes being registered and reasonably satisfactory to the provisions of Section 6(b))Issuers, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, (xi) any required fees and expenses incurred in connection with any filing required to be made with the NASD and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions and transfer taxes, if any, relating to the sale or disposition of any Holder’s Registrable Notes pursuant to the Shelf Registration Statement, which shall be paid by such Holder) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) reasonable fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to Section 7 hereof, and, in connection with the provisions review of Section 6(b)the Exchange Registration Statement only, not to exceed $20,000), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer shall be borne by the Issuers, jointly and severallyIssuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holder of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder. Except as set forth in the preceding sentence, each Holder shall pay all other expenses relating to the Issuers, jointly and severally, shall reimburse the Holders sale or disposition of the Registrable such Holder’s Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable or Exchange Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer (other than any underwriting discounts or commissions and transfer taxes) shall be borne by the Issuers, jointly and severallyIssuer, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Issuer and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject which shall be reasonably acceptable to the provisions Issuer) (exclusive of any counsel retained pursuant to Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the IssuersCompany and the Guaran- tors, jointly and severally, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions in the United States (x) where the holders Holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Periodof such Exchange Notes, as the case may be), (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b)), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers Company and/or the Guarantors desire such insurance, (viii) fees and expenses of the Trustee, (ix) fees and expenses of all other Persons retained by the IssuersCompany and/or the Guarantors, (ixx) internal expenses of the Issuers Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company and the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the any listing of the securities to be registered on any securities exchange and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreementsagree- ments, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the IssuersCompany and the Guarantors, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration Statement and other reasonable and documented out-of-pocket expenses of the Holders of Registrable Notes incurred in connection with the registration of the Registrable Notes. The Company and the Guarantors shall not have any obligation to pay any underwriting fees, discounts or commissions attributable to the sale of Registrable NotesSecurities.

Registration Expenses. (a) All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, Company (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering National Association of Securities Dealers, Inc. and (B) fees and expenses of compliance with state securities or Blue Sky laws (laws, including, without limitation, reasonable any fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Securities pursuant to Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period6(i)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses incurred in connection with of the Exchange Registration Statement and any Shelf RegistrationCompany, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b))Company, (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(p)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance)this Agreement) and any other persons, (vi) rating agency fees, including special experts retained by the Company and (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viii) fees and expenses disbursements of all other Persons retained one counsel for the members of the Qualified Holder Group whose Registrable Securities are included in a Registration Statement, which counsel shall be selected by the Issuersholders of a majority of the Registrable Securities held by the Qualified Holder Group included in such Registration Statement) shall be borne by the Company whether or not any Registration Statement is filed or becomes effective. In addition, (ix) the Company shall pay its internal expenses of the Issuers (including, without limitation, all salaries and expenses of its officers and employees of the Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be required to pay (xiii) the expenses fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses 7(i)(B) and 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders distribution of the Registrable Notes being registered in such registration for Securities or (iii) any other expenses of the fees and disbursements, holders of Registrable Securities not specifically required to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen be paid by the Holders Company pursuant to the first paragraph of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesthis Section 7.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h5(i) hereof, in the case of Registrable Notes a Shelf Registration Statement or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes pursuant to a Shelf Registration Statement (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) and Section 5(o)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. . Notwithstanding the foregoing or anything to the contrary, (bi) In connection each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it and (ii) all Holders shall pay all fees and expenses of counsel to the underwriters in any underwritten offering made pursuant to a Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable NotesStatement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers, jointly Company and severallythe Guarantors, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 5(h) hereof (including, without limitation, reasonable and documented fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Guarantors and, subject to the provisions of Section 6(b)), the Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 5 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering in accordance with FINRA Rules, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Issuers Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities Trustee and the exchange agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable and documented fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note is being issued. The Company and other out-of-pocket the Guarantors shall reimburse the Holders for the reasonable and documented fees and expenses (including reasonable fees and expenses of not more than one counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and Notes Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holder of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Notes Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersNotes Issuer, (ixviii) internal expenses of the Issuers Notes Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Notes Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Except as set forth in the preceding sentence, each Holder shall pay all other expenses relating to the sale or disposition of such Holder’s Notes, Exchange Notes or Private Exchange Notes, including without limitation, all underwriting discounts and commissions of any underwriters with respect to any Notes, Exchange Notes, or Private Exchange Notes sold by or on behalf of such Holder, if any. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All Except as set forth in Section 10, all fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Partnership and the Guarantors shall be borne by the Issuers, jointly Partnership and severallythe Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the managing underwriter or underwriters, if any, or otherwise as determined by the Holders of a majority Partnership and the Parent in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may betheir sole discretion, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Partnership, the sellers of Registrable Notes (Guarantors and, subject to 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange (if applicable), (vii) Securities Act liability insurance, if the Issuers Partnership and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersPartnership and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Partnership or the Guarantors, (x) internal expenses of the Issuers Partnership and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Partnership or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Partnership and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement; provided, however, that the aggregate amount of fees and disbursements of such Shelf Registration counsel shall not exceed $50,000. The Partnership and the Guarantors shall pay all documentary, stamp, transfer or other out-of-pocket transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Partnership shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Exchange Note or Private Exchange Note is being issued. The Partnership and the Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, Issuer whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) reasonable fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such the jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Issuer and reasonable fees and disbursements of one firm of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b))Notes, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration Statement or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of any of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes pursuant to a Shelf Registration Statement (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. . Notwithstanding the foregoing or anything to the contrary, (bi) In connection each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the sold by or on behalf of it and (ii) all Holders shall pay all fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred counsel to the underwriters in connection with the registration and sale of Registrable Notesany underwritten offering made pursuant to a Shelf Registration.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement incurred by the Issuers Company in complying with Articles III, IV and V and Section 7.1 (“Registration Expenses”) shall be borne by the Issuers, jointly Company. These fees and severally, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, expenses shall include without limitation, limitation (i) all registration registration, filing and filing qualification fees, including fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period))NASD, (ii) printing printing, duplicating and delivery expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Issuers and reasonable Company, (iv) fees and disbursements expenses of special complying with state securities or “blue sky” laws (including the reasonable, documented fees and expenses of the counsel for the sellers of Registrable Notes (subject to the provisions of specified in Section 6(b)7.4(b) in connection therewith), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii7.1(h)(ii) (including, without limitation, including the expenses of any special audit and "cold “comfort" ” letters required by or incident to such performance), ) and (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Issuers, (ix) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with listing the listing of Registrable Securities on the securities to be registered NYSE or quoting the Registrable Securities on any securities exchange and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and NASDAQ or any other documents necessary exchange or automated trading system in order to comply accordance with the other terms of this Agreement. (b) In connection with any Shelf Registration hereunderThe Company shall also reimburse or pay, as the case may be, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other reasonable out-of-pocket expenses of one law firm (which shall be a nationally recognized law firm experienced in securities law matters) retained by the Holders (by consent of (i) JPM, with respect to the Initial Registration Statement and if JPM is requesting registration of any of its Registrable Securities pursuant to Section 4.1(a)(x) to be included in the registration or (ii) in connection with Section 4.1(a)(y) or a Piggyback Registration, by consent of the Majority Selling Holders of Registrable Notes incurred Securities included in connection with the registration applicable registration), considered collectively, within 30 days of presentation of an invoice approved by JPM or such Holders holding at least a majority of the Registrable Securities included in any applicable registration, as the case may be. (c) Notwithstanding anything contained herein to the contrary, all underwriting fees, discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable NotesSecurities shall be borne by the Holder owning such Registrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severallyCompany, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws where required (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holder of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder. Notwithstanding the foregoing, the Issuers, jointly and severally, Issuers shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notespay underwriting or brokerage discounts or commissions.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severallyCompany, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws where required (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holders of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder. Notwithstanding the foregoing, the Issuers, jointly and severally, Issuers shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notespay underwriting or brokerage discounts or commissions.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of one counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of any of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Subsidiary Guarantors shall be borne by the Issuers, jointly Company and severallythe Subsidiary Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Subsidiary Guarantors and, subject to 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Subsidiary Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Subsidiary Guarantors, (ix) fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the NASD, but only where the need for such a "qualified independent underwriter" arises due to a relationship with the Company and the Subsidiary Guarantors, (x) internal expenses of the Issuers Company and the Subsidiary Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Subsidiary Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Subsidiary Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Subsidiary Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and other out-of-pocket the Subsidiary Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, Corporation (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with the NASD in connection SEC and with an underwritten offering FINRA and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable any fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Securities pursuant to Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period6(h)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses incurred in connection with of the Exchange Registration Statement and any Shelf RegistrationCorporation, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b))Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(o)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance)this Agreement) and any other persons, (vi) rating agency feesincluding special experts retained by the Corporation, (vii) fees and disbursements of one counsel for the holders of Registrable Securities Act liability insurancewhose shares are included in a Registration Statement, if which counsel shall be selected by the Issuers desire holders of a majority of the Registrable Securities being sold pursuant to such insuranceRegistration Statement, and (viii) any fees and expenses disbursements of all other Persons retained underwriters customarily paid by the Issuersissuers or sellers of securities, including, without limitation, liability insurance if the Corporation so desires or if the underwriters so require, shall each be borne by the Corporation whether or not any Registration Statement is filed or becomes effective; provided, however, that the Corporation shall not be required to pay any of the forgoing registration expenses if, as a result of the withdrawal of a request for a Demand Registration (ixother than as a result of a material adverse change in the Corporation’s business, operations, financial condition, operating results or prospects) the registration statement does not become effective, in which case, each holder of Registrable Securities shall bear a pro rata of portion of such registration expenses based on the number of Registrable Securities included in such Demand Registration by such holder and, provided further, that such registration shall not be counted as a registration pursuant to Section 3(d); provided, further, that the holders of a majority of the Registrable Securities included in such Demand Registration may elect to have such withdrawn registration statement count as a registration pursuant to Section 3(d), in which event the Corporation shall bear such registration expenses relating to the withdrawn registration. In addition, the Corporation shall pay its internal expenses of the Issuers (including, without limitation, all salaries and expenses of its officers and employees of the Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Corporation. The Corporation shall not be required to pay (xiii) the expenses fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses 7(i)(B) and 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders distribution of the Registrable Notes being registered in such registration for the fees and disbursements, not Securities (other than with respect to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen Registrable Securities sold by the Holders of a majority Corporation or as otherwise set forth in aggregate principal amount this Section 7), or (iii) any other expenses of the holders of Registrable Notes Securities not specifically required to be included in such Shelf Registration and other out-of-pocket expenses paid by the Corporation pursuant to the first paragraph of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesthis Section 7.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, Issuer whether or not the Exchange Offer Registration Statement or a any Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes or Exchange Notes, as the case may be, are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes Notes, as the case may be, to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or to be sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Issuer and reasonable fees and disbursements of one special counsel for all of the sellers of each of the Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer and the Company (other than underwriting discounts or commissions) shall be borne by the Issuers, jointly Issuer and severally, the Company whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) reasonable fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable the Issuer and fees and disbursements of not more than one special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b))Notes, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Notes or Exchange Notes eligible for trading through the Depository Trust Company, (vii) Securities Act liability insurance, if the Issuers Issuer or the Company desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersIssuer and the Company, (ix) internal expenses of the Issuers Issuer and the Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer or the Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severallyCompany, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b)), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Issuers, (ix) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.,

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severally, Company whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject to the provisions of Section 6(b))Notes, (viv) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (viv) rating agency fees, (vii) Securities Act liability insuranceif any, if and any fees associated with making the Issuers desire such insuranceRegistrable Notes or Exchange Notes eligible for trading through the Depository Trust Company, (viiivi) fees and expenses of all other Persons retained by the IssuersCompany, (ix) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xvii) the expense of any annual audit, (xiviii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xiiix) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Co-Issuers (other than any underwriting discounts or commissions and transfer taxes) shall be borne by the Co-Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Co-Issuers and reasonable fees and disbursements of one special counsel for all of the sellers Holders of Registrable Notes (subject which shall be reasonably acceptable to the provisions Co-Issuers) (exclusive of any counsel retained pursuant to Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Co-Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Co-Issuers, (ixviii) internal expenses of the Co-Issuers (including, without limitation, all salaries and expenses of officers and employees of the Co-Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement (other than the underwriting discounts or commissions) by the Issuers Company and the Guarantors shall be borne by the Issuers, jointly Company and severallythe Guarantors, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering any Underwritten Offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Guarantors and, subject to Section 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to the bylaws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Issuers Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and other out-of-pocket the Guarantors shall reimburse the Holders for fees and expenses (including fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severallyIssuer, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of one counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing a certificate or certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Issuer and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders Holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration Statement or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers, jointly Company and severallythe Guarantors, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount at maturity of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Guarantors and, subject to Section 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Guarantors, (ix) fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the bylaws of the NASD, but only where the need for such a "qualified independent underwriter" arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Issuers Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount at maturity of the Registrable Notes to be included in any Registration Statement. The Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and other out-of-pocket the Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer shall be borne by the Issuers, jointly and severallyIssuer, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Transfer Restricted Notes or Exchange Notes and determination of the eligibility of the Registrable Transfer Restricted Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders Holders of Registrable Transfer Restricted Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Transfer Restricted Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Transfer Restricted Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Transfer Restricted Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Transfer Restricted Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Periodof such Exchange Notes, as the case may be), (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b))Issuer, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the IssuersIssuer, (ix) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer and its subsidiaries performing legal or accounting duties), (x) the expense of any annual audit, audit and (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange and (xii) exchange. Nothing contained in this Section 6 shall create an obligation on the expenses relating part of the Issuer to printing, word processing and distributing all pay or reimburse any Holder for any underwriting commission or discount attributable to any such Holder's Transfer Restricted Notes included in an underwritten offering pursuant to a Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary Statement filed in order to comply accordance with the terms of this Agreement, or to guarantee such Holder any profit or proceeds from the sale of such Notes. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, Issuer shall reimburse the Holders of the Registrable Transfer Restricted Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) ), chosen by the Holders of a majority in aggregate principal amount of the Registrable Transfer Restricted Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable NotesStatement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer (other than any underwriting discounts or commissions and transfer taxes) shall be borne by the Issuers, jointly and severallyIssuer, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Issuer and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject which shall be reasonably acceptable to the provisions Issuer) (exclusive of any counsel retained pursuant to Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or its subsidiaries performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers and the Subsidiary Guarantors shall be borne by the Issuers, jointly Issuers and severallythe Subsidiary Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Issuers, the sellers of Registrable Notes (Subsidiary Guarantors and, subject to 7(b) hereof, the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesthe fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers and the Subsidiary Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersIssuers and the Subsidiary Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Issuers and the Subsidiary Guarantors, (x) internal expenses of the Issuers and the Subsidiary Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers or the Subsidiary Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Issuers and the Issuers, jointly and severally, Subsidiary Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Shelf Registration. The Issuers and the Subsidiary Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Issuers shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Issuers and other out-of-pocket the Subsidiary Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severally, Company whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with by the Exchange Registration Statement and any Shelf RegistrationCompany, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b)) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Notes or Exchange Notes eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany, (ix) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (x) the expense of any annual auditaudit of the Company, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures Statements and any other documents necessary in order to comply with this Agreement. (b) In connection with any the event the Company is required to file a Shelf Registration hereunderStatement pursuant to a Shelf Notice delivered pursuant to Section 2(c)(ii) hereof, the Issuers, jointly and severallyCompany, shall reimburse the Holders of the Registrable Notes being registered in such registration a Shelf Registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable NotesStatement.

Registration Expenses. (a) All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severally, Company whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility eligibil- ity of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) reasonable printing expenses, including, without limitation, reasonable expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) reasonable fees and disbursements of counsel for the Issuers and Company and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersCompany, (ixviii) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the reasonable expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Securities or Exchange Notes Securities and determination of the eligibility of the Registrable Notes Securities or Exchange Notes Securities for investment under the laws of such jurisdictions in the United States (x) where the holders of Registrable Notes Securities are located, in the case of the Exchange NotesSecurities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Notes Securities or Exchange Notes Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Notes Securities or Exchange Notes Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Periodof such Exchange Securities, as the case may be), (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes Securities (subject to the provisions of Section 6(b)), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(o)(iii) (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by either of the Issuers, (ix) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange and exchange, if applicable, (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement, and (xiii) fees and expenses of the Trustee (including reasonable fees and expenses of counsel to the Trustee). (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, Issuers shall reimburse the Holders of the Registrable Notes Securities being registered in such registration for the fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities to be included in such Shelf Registration Statement. Such Holders shall be responsible for any and all other out-of-pocket expenses of the Holders of Registrable Notes Securities incurred in connection with the registration and sale of the Registrable NotesSecurities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Operating Partnership and the Partnership shall be borne by the Issuers, jointly Operating Partnership and severally, the Partnership whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Securities or Exchange Notes and determination of the eligibility of the Registrable Notes Securities or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Securities are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes Securities or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing and duplicating expenses, including, without limitation, expenses of printing preparing certificates for Registrable Notes Securities or Exchange Notes in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses or duplicating Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Operating Partnership and reasonable the Partnership and fees and disbursements of special counsel for the sellers of Registrable Notes Securities (subject to the provisions of Section 6(b)) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Notes eligible for trading through DTC, (viivi) Securities Act liability insurance, if the Issuers Operating Partnership and the Partnership desire such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersOperating Partnership and the Partnership, (ixviii) internal expenses of the Issuers Operating Partnership and the Partnership (including, without limitation, all salaries and expenses of officers and employees of the Issuers Operating Partnership and the Partnership performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Operating Partnership and the Issuers, jointly and severally, Partnership shall (i) reimburse the Holders of the Registrable Notes Securities being registered in such registration a Shelf Registration Statement for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities to be included in such Shelf Registration Statement, and other (ii) reimburse reasonable out-of-pocket expenses (other than legal expenses) of Holders of Registrable Notes Securities incurred in connection with the registration and sale of the Registrable NotesSecurities pursuant to a Shelf Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severallyCompany, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Securities or Exchange Notes and determination of the eligibility of the Registrable Notes Securities or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Securities are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes Securities or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes Securities or Exchange Notes in a form eligible for deposit with The Depository Trust Company and, in the case of the Sterling Notes, the common depositary for Euroclear and Clearstream Banking and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration retained in connection with such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Company) (exclusive of any counsel retained pursuant to Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Subsidiary Guarantors shall be borne by the Issuers, jointly Company and severallythe Subsidiary Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Subsidiary Guarantors and, subject to 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Subsidiary Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Subsidiary Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the NASD, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Subsidiary Guarantors, (x) internal expenses of the Issuers Company and the Subsidiary Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Subsidiary Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Subsidiary Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Subsidiary Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and other out-of-pocket the Subsidiary Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers and the Subsidiary Guarantors shall be borne by the Issuers, jointly Issuers and severallythe Subsidiary Guarantors, whether or not the Exchange Offer or a Shelf Registration or Requested Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Issuers, the sellers of Registrable Notes (Subsidiary Guarantors and, subject to 7(b) hereof, the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesthe fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers and the Subsidiary Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersIssuers and the Subsidiary Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Issuers and the Subsidiary Guarantors, (x) internal expenses of the Issuers and the Subsidiary Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers or the Subsidiary Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Issuers and the Issuers, jointly and severally, Subsidiary Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Shelf Registration. The Issuers and the Subsidiary Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Issuers shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Issuers and other out-of-pocket the Subsidiary Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors, if any, shall be borne by the IssuersCompany and the Guarantors, jointly and severallyif any, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Guarantors, if any, and, subject to 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Guarantors, if any, desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Guarantors, if any, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, if any, (x) internal expenses of the Issuers Company and the Guarantors, if any (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Guarantors, if any, performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on its behalf. (b) In connection with any Shelf Registration hereunderThe Company and the Guarantors, the Issuers, jointly and severallyif any, shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Guarantors, if any, shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and other out-of-pocket the Guarantors, if any, shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of one counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of any of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers and the Guarantors shall be borne by the Issuers, jointly Issuers and severallythe Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 5(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Issuers, the sellers of Registrable Notes (Guarantors and, subject to the provisions of Section 6(b)), the Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 5 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersIssuers and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Issuers and the Guarantors, (x) internal expenses of the Issuers and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Issuers and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Issuers and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Issuers shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. Subject to the limitations of Section 7, the Issuers and other out-of-pocket the Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, Company whether or not the Exchange Offer Registration Statement or a any Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer shall be borne by the Issuers, jointly and severallyIssuer, whether or not the Exchange Offer Registration Statement or a any Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Issuer and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers, jointly Company and severallythe Guarantors, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Guarantors and, subject to Section 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the bylaws of the NASD, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Issuers Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly Guarantor party hereto shall (and severally, shall cause other Guarantors to) reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Guarantor party hereto shall (and shall cause other Guarantors to) pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and the Guarantor party hereto shall (and shall cause other out-of-pocket Guarantors to) reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severally, Company whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and offering, (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Transfer Restricted Securities or Exchange Notes and determination of the eligibility of the Registrable Notes Transfer Restricted Securities or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Transfer Restricted Securities are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes Transfer Restricted Securities or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), and (C) all expenses and fees in connection with the obtaining of any approval from the Stichting Toezicht Effectenverkeer or any other relevant authority in The Netherlands; (ii) printing expenses, including, without limitation, expenses the printing of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes Transfer Restricted Securities included in any Registration Statement or by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes Transfer Restricted Securities (subject to the provisions of Section 6(b)) hereof), (viv) reasonable fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (viv) rating agency fees, if any, and any fees associated with making the Exchange Notes eligible for trading through The Depository Trust Company, (viivi) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) reasonable fees and expenses of all other Persons retained by the IssuersCompany, (ixviii) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the reasonable fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, The Company shall reimburse the Holders of the Registrable Notes Transfer Restricted Securities being registered in such registration a Shelf Registration Statement for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes Transfer Restricted Securities to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with Statement (which counsel shall be Xxxxxxx Xxxxxxx & Xxxxxxxx unless otherwise affirmatively stated by the registration and sale of Registrable NotesHolders).

Registration Expenses. (a) All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, Issuers whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) reasonable printing expenses, including, without limitation, reasonable expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) reasonable fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities Notes to be registered on any securities exchange exchange, and the obtaining of a rating of the Notes, in each case, if applicable, and (xiixi) the reasonable expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers, jointly Company and severallythe Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 5(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Guarantors and, subject to the provisions of Section 6(b)), the Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 5 hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Issuers Company and the Guarantors (including, without limitation, all salaries and expenses of officers of the Company or the Guarantors, or officers and employees of the Issuers Advisor, performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing, the Company shall not pay any underwriting or brokerage discounts or commissions. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and other out-of-pocket the Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer shall be borne by the Issuers, jointly and severally, Issuer whether or not the Exchange Offer Registration Statement or a any Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Issuer and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) reasonable fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred relating to the offering, sale or delivery of Securities and the preparation of documents referenced in connection with the Exchange Registration Statement and any Shelf Registrationclause (xi) below, (iv) fees and disbursements of counsel for the Issuers and and, in case of a Shelf Registration, reasonable fees and disbursements of not more than one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering Underwritten Offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and Notes Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holders of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Notes Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersNotes Issuer, (ixviii) internal expenses of the Issuers Notes Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Notes Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Except as set forth in the preceding sentence, each Holder shall pay all other expenses relating to the sale or disposition of such Holder’s Notes, Exchange Notes or Private Exchange Notes, including without limitation, all underwriting discounts and commissions of any underwriters with respect to any Notes, Exchange Notes, or Private Exchange Notes sold by or on behalf of such Holder, if any. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Partnership and the Guarantors shall be borne by the Issuers, jointly Partnership and severally, the Guarantors whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Securities or Exchange Notes and determination of the eligibility of the Registrable Notes Securities or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Securities are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes Securities or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing and duplicating expenses, including, without limitation, expenses of printing preparing certificates for Registrable Notes Securities or Exchange Notes in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses or duplicating Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Partnership and reasonable the Guarantors and fees and disbursements of special counsel for the sellers of Registrable Notes Securities (subject to the provisions of Section 6(b)) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Notes eligible for trading through DTC, (viivi) Securities Act liability insurance, if the Issuers Partnership and the Guarantors desire such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersPartnership and the Guarantors, (ixviii) internal expenses of the Issuers Partnership and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Partnership and the Guarantors performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Partnership and the Issuers, jointly and severally, Guarantors shall (i) reimburse the Holders of the Registrable Notes Securities being registered in such registration a Shelf Registration Statement for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities to be included in such Shelf Registration Statement, and other (ii) reimburse reasonable out-of-pocket expenses (other than legal expenses) of Holders of Registrable Notes Securities incurred in connection with the registration and sale of the Registrable NotesSecurities pursuant to a Shelf Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) reasonable fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-an Exchanging Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Exchanging Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures indenture and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers, jointly Company and severallythe Guarantors, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering any Underwritten Offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable and documented fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Guarantors and, subject to Section 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the bylaws of the NASD, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Guarantors, (x) internal expenses of the Issuers Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable and documented fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and other out-of-pocket the Guarantors shall reimburse the Holders for the reasonable and documented fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severally, Company whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b)) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Notes or Exchange Notes eligible for trading through the Depository Trust Company, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany, (ix) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, The Company shall (i) reimburse the Holders of the Registrable Notes being registered in such registration a Shelf Registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and Statement. All other out-of-pocket expenses costs incurred by such Holders shall be the responsibility of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notessuch Holders.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Operating Partnership and the Guarantor shall be borne by the Issuers, jointly Operating Partnership and severally, the Guarantor whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Securities or Exchange Notes and determination of the eligibility of the Registrable Notes Securities or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Securities are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes Securities or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing and duplicating expenses, including, without limitation, expenses of printing preparing certificates for Registrable Notes Securities or Exchange Notes in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectuses or duplicating Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Operating Partnership and reasonable the Guarantor and fees and disbursements of special counsel for the sellers of Registrable Notes Securities (subject to the provisions of Section 6(b)) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Notes eligible for trading through DTC, (viivi) Securities Act liability insurance, if the Issuers Operating Partnership and the Guarantor desire such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersOperating Partnership and the Guarantor, (ixviii) internal expenses of the Issuers Operating Partnership and the Guarantor (including, without limitation, all salaries and expenses of officers and employees of the Issuers Operating Partnership and the Guarantor performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Operating Partnership and the Issuers, jointly and severally, Guarantor shall (i) reimburse the Holders of the Registrable Notes Securities being registered in such registration a Shelf Registration Statement for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities to be included in such Shelf Registration Statement, and other (ii) reimburse reasonable out-of-pocket expenses (other than legal expenses) of Holders of Registrable Notes Securities incurred in connection with the registration and sale of the Registrable NotesSecurities pursuant to a Shelf Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holder of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to Section 7 hereof), which counsel shall be reasonably satisfactory to the provisions of Section 6(b))Issuers, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantor shall be borne by the Issuers, jointly Company and severally, the Guarantor whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Securities or Exchange Notes and determination of the eligibility of the Registrable Notes Securities or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Securities are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes Securities or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing and duplicating expenses, including, without limitation, expenses of printing certificates for Registrable Notes Securities or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing or duplicating prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes Securities (subject to the provisions of Section 6(b)) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Notes eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany, (ix) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Guarantor shall (i) reimburse the Holders of the Registrable Notes Securities being registered in such registration a Shelf Registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities to be included in such Shelf Registration Statement, and other (ii) reimburse reasonable out-of-pocket expenses (other than legal expenses) of Holders of Registrable Notes Securities incurred in connection with the registration and sale of the Registrable NotesSecurities pursuant to a Shelf Registration or in connection with the exchange of Registrable Securities pursuant to the Exchange Offer.

Registration Expenses. (a) All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, Company (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering Financial Industry Regulatory Authority (FINRA) and (B) fees and expenses of compliance with state securities or Blue Sky laws (laws, including, without limitation, reasonable any fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Securities pursuant to Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period6(i)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses incurred in connection with of the Exchange Registration Statement and any Shelf RegistrationCompany, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b))Company, (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(p)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance)this Agreement) and any other persons, (vi) rating agency fees, including special experts retained by the Company and (vii) fees and disbursements of one counsel for the members of the Qualified Holder Group whose Registrable Securities Act liability insuranceare included in a Registration Statement, which counsel shall be selected by the holders of a majority of the Registrable Securities held by the Qualified Holder Group included in such Registration Statement) shall be borne by the Company whether or not any Registration Statement is filed or becomes effective; provided, however, that the Company shall not be required to pay for any of the foregoing expenses in connection with any Registration Statement filed pursuant to Section 3 if the Issuers desire registration request is subsequently withdrawn at the request of the Qualified Holder Group demanding such insuranceregistration (in which case all selling holders comprising such Qualified Holder Group shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless such Qualified Holder Group agrees to forfeit one (viii1) fees and expenses of all other Persons retained by its Demand Registration entitlements under the Issuerssecond paragraph of Section 3(a). In addition, (ix) the Company shall pay its internal expenses of the Issuers (including, without limitation, all salaries and expenses of its officers and employees of the Issuers performing legal legal, accounting or accounting marketing duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be required to pay (xiii) the expenses fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses 7(i)(B) and 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders distribution of the Registrable Notes being registered in such registration for Securities or (iii) any other expenses of the fees and disbursements, holders of Registrable Securities not specifically required to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen be paid by the Holders Company pursuant to the first paragraph of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesthis Section 7.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by Stater Bros. and the Issuers Guarantors shall be borne by Stater Bros. and the Issuers, jointly and severallyGuarantors, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of its counsel in connection with Blue Sky qualifications of the Registrable Notes Transfer Restricted Securities or Exchange Notes and determination of the eligibility of the Registrable Notes Transfer Restricted Securities or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders Holders of Registrable Notes Transfer Restricted Securities are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof5(i), in the case of Registrable Notes Transfer Restricted Securities or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, expenses (including, without limitation, expenses (A) of printing certificates for Registrable Notes or Exchange the Notes in a form eligible for deposit with The Depository Trust Company and (B) of printing prospectuses if the printing of prospectuses is requested by (I) the managing underwriter or underwriters, if any, or or, (II) in respect of Notes to be sold by any Participating Broker-Dealer during the Applicable Period, by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for Stater Bros. and the Issuers Guarantors and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes Holders Counsel (subject to the provisions of Section 6(b)), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(o)(iii) (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) the fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to the rules and regulations of the NASD, (vii) rating agency fees, (viiviii) Securities Act liability insurance, if Stater Bros. and the Issuers Guarantors desire such insurance, (viiiix) fees and expenses of all other Persons retained by Stater Bros. and the IssuersGuarantors, (ixx) internal expenses of Stater Bros. and the Issuers Guarantors (including, without limitation, all salaries and expenses of officers and employees of Stater Bros. and the Issuers Guarantors performing legal or accounting duties), (xxi) the expense of any annual or special audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration Statement hereunder, Stater Bros. and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes Transfer Restricted Securities being registered in such registration for the fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel the Holders’ Counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes Transfer Restricted Securities to be included in such Shelf Registration Statement and other out-of-pocket expenses of the Holders of Registrable Notes Transfer Restricted Securities incurred in connection with the registration and sale of Registrable Notesthe Transfer Restricted Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company of its obligations under Sections 2, 3, 4, 5 and 8 hereof shall be borne by the Issuers, jointly Company and severallythe Guarantors, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering Underwritten Offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions in the United States (x) where the holders Holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is if requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent retained by the Company and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationtheir respective counsel, (iv) fees and disbursements of counsel for the Issuers and Company and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holder of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Company) exclusive of any counsel retained pursuant to Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Notes or Exchange Notes eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany, (ix) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange if the Registrable Notes are then listed on such exchange, and the obtaining of a rating of the securities, in each case, if applicable, (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Agreement and (bxiii) In connection with any Shelf Registration hereundermessenger, telephone and delivery expenses relating to the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered offering in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration performance of the Company’s obligations hereunder (collectively, the “Registration Expenses”). The Company shall, promptly after receipt of a request therefor, reimburse the Holders in full for the full amount of the Registration Expenses incurred, assumed or paid by the Holders (to extent any Holders incur, assume or pay any Registration Expenses). Notwithstanding the foregoing, (i) the Company shall not pay underwriting or brokerage discounts or commissions, and sale (ii) except as specifically provided above in this Section 6, the Holders shall pay their own expenses in connection with the Company’s performance of Registrable its obligations under Sections 2, 3, 4, 5 and 8 hereof, including the fees and disbursements of counsel (except as provided above) and any expenses incurred by the Holders in connection with any “road show” and any other meetings with prospective investors in Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severally, Issuers whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject to the provisions of Section 6(b))Notes, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire any Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Issuers, (ix) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (x) the expense of any annual or special audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, (xii) the fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of the Registrable Notes which discounts, commissions or taxes shall be paid by Holders of such Registrable Notes) and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Transfer Restricted Securities or Exchange Notes and determination of the eligibility of the Registrable Notes Transfer Restricted Securities or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Transfer Restricted Securities are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)); provided that such fees and expenses under this subclause (B) shall not exceed $5,000 in the aggregate, (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes Transfer Restricted Securities or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes constituting Transfer Restricted Securities included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and the Guarantors and, in the case of a Shelf Registration Statement, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes Transfer Restricted Securities (subject exclusive of any counsel retained pursuant to Section 7 hereof), not to exceed $50,000 in the provisions of Section 6(b))aggregate, (v) fees and disbursements of all independent certified registered public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuers and the Guarantors, (ixviii) internal expenses of the Issuers and the Guarantors (including, without limitation, all salaries and expenses of their respective officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Transfer Restricted Securities sold by or on behalf of it. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severallyIssuer, whether or not the Exchange Offer Registration Statement or a the Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the an Exchange NotesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes a Shelf Registration or in the case of Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Issuer and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersIssuer, (ixviii) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severally, Company whether or not the Exchange Offer or a Shelf any Registration Statement is filed or becomes effective, includingeffective and whether or not any securities are issued or sold pursuant to any Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering National Association of Securities Dealers, Inc. and (B) fees and expenses of in compliance with state securities or Blue Sky laws (including, without limitationlimitation and in addition to that provided for in (b) below, reasonable fees and disbursements of counsel for the underwriters or Holders or holders of Exchange Notes in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Transfer Restricted Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where as the holders of Registrable Notes are locatedmanaging underwriters, in the case of the Exchange Notesif any, or (y) as provided Holders of a majority in Section 5(h) hereof, in the case aggregate principal amount at maturity of Registrable Transfer Restricted Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)may designate), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Transfer Restricted Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested required by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount at maturity of the Registrable Transfer Restricted Notes included in or tendered for in connection with any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of special counsel Special Counsel for the sellers Holders (plus any local counsel, deemed appropriate by the Holders of Registrable Notes (subject to a majority in aggregate principal amount at maturity of the Transfer Restricted Notes), in accordance with the provisions of Section 6(b))) hereof, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency feesif required, the fees and expenses of any "qualified independent underwriter" and its counsel, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, and (viii) fees and expenses of all other Persons persons retained by the IssuersCompany. In addition, (ix) the Company shall pay their internal expenses of the Issuers (including, without limitation, all salaries and expenses of their officers and employees of the Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) and the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreementexchange. (b) In connection with any Shelf Registration registration hereunder, the Issuers, jointly and severally, Company shall reimburse the Holders of the Registrable Transfer Restricted Notes being registered or tendered for in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel firm of attorneys representing the selling Holders (in addition to appropriate any local counsel) chosen by the Holders of a majority in aggregate principal amount at maturity of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Transfer Restricted Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Subsidiary Guarantors shall be borne by the Issuers, jointly Company and severallythe Subsidiary Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included being sold in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Subsidiary Guarantors and, subject to 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesthe fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Subsidiary Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Subsidiary Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Subsidiary Guarantors, (x) internal expenses of the Issuers Company and the Subsidiary Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Subsidiary Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Subsidiary Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in the Registration Statements. The Company and the Subsidiary Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and other out-of-pocket the Subsidiary Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severallyCompany, whether or not the Exchange Offer Registration Statement or a any Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersCompany, (ixviii) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Subsidiary Guarantors shall be borne by the Issuers, jointly Company and severallythe Subsidiary Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering any Underwritten Offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Subsidiary Guarantors and, subject to 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 6 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing (if any) of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Subsidiary Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Subsidiary Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the NASD, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Subsidiary Guarantors, (x) internal expenses of the Issuers Company and the Subsidiary Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Subsidiary Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Subsidiary Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local legal counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Subsidiary Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable NotesExchange Note or Private Exchange Note is being issued.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Subsidiary Guarantors shall be borne by the Issuers, jointly Company and severallythe Subsidiary Guarantors, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws as provided in Section 5(i) hereof (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Holders are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof5(i), in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of their obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for Company, the sellers of Registrable Notes (Subsidiary Guarantors and, subject to 7(b), the provisions of Section 6(b))Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) 5 (including, without limitation, the expenses of any special audit and "“cold comfort" ” letters required by or incident to such performance), (vi) rating agency feesfees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any securities exchange, (vii) Securities Act liability insurance, if the Issuers Company and the Subsidiary Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany and the Subsidiary Guarantors, (ix) fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of FINRA, but only where the need for such a “qualified independent underwriter” arises due to a relationship with the Company and the Subsidiary Guarantors, (x) internal expenses of the Issuers Company and the Subsidiary Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company or the Subsidiary Guarantors performing legal or accounting duties), (xxi) the expense of any annual audit, (xixii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange Trustee and the Exchange Agent and (xiixiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding the foregoing, the Company shall not pay any underwriting or brokerage discounts or commissions. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Subsidiary Guarantors shall reimburse the Holders of the Registrable Notes being registered in such registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in any Registration Statement. The Company and the Subsidiary Guarantors shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be required to pay taxes payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or Private Exchange Note in a name other than that of the Holder of the Note in respect of which such Shelf Registration Exchange Note or Private Exchange Note is being issued. The Company and other out-of-pocket the Subsidiary Guarantors shall reimburse the Holders for fees and expenses (including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of any rights of the Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesunder this Agreement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severallyCompany, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection . Notwithstanding the foregoing or anything to the contrary in this Agreement, each Holder shall pay all underwriting discounts and commissions of any underwriters with respect to any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, sold by or on behalf of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notesit.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severally, Company whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and offering, (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Transfer Restricted Securities or Exchange Notes Securities and determination of the eligibility of the Registrable Notes Transfer Restricted Securities or Exchange Notes Securities for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Transfer Restricted Securities are located, in the case of the Exchange NotesSecurities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes Transfer Restricted Securities or Exchange Notes Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), and (C) all expenses and fees in connection with the obtaining of any approval from any relevant authority in Sweden; (ii) printing expenses, including, without limitation, expenses the printing of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes Transfer Restricted Securities included in any Registration Statement or by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes Transfer Restricted Securities (subject to the provisions of Section 6(b)) hereof), (viv) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (viv) rating agency fees, if any, and any fees associated with making the Exchange Securities eligible for trading through Euroclear and Clearstream Banking, (viivi) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) reasonable fees and expenses of all other Persons retained by the IssuersCompany, (ixviii) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, including, without limitation, the Luxembourg Stock Exchange, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, The Company shall reimburse the Holders of the Registrable Notes Transfer Restricted Securities being registered in such registration a Shelf Registration Statement for the fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes Transfer Restricted Securities to be included in such Shelf Registration Statement (which counsel shall be Xxxxxxx Xxxxxxx & Xxxxxxxx unless otherwise affirmatively stated by the Holders) and other out-of-pocket expenses of such Holders of Registrable Notes Transfer Restricted Securities incurred in connection with the registration and sale of Registrable Notesthe Transfer Restricted Securities pursuant to a Shelf Registration Statement or the exchange of Transfer Restricted Securities pursuant to the Exchange Offer.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers, jointly and severallyCompany, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Securities or Exchange Notes and determination of the eligibility of the Registrable Notes Securities or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Securities are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes Securities or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes Securities or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" comfort letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severally, Company whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of the Company's counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b))Company, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Notes or Exchange Notes eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany, (ixviii) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange or any inter-dealer quotation system, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, The Company shall reimburse the Holders of the Registrable Notes being registered in such registration a Shelf Registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (chosen in addition to appropriate local counsel) chosen writing by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration Statement. In addition, the Company shall reimburse the Initial Purchaser for the reasonable fees and other out-of-pocket expenses of Holders of Registrable Notes incurred one counsel, in connection with the registration Exchange Offer, not to exceed $15,000 which counsel shall be Xxxxxxx Xxxx & Xxxxxxxxx, and sale shall not be required to pay any other legal expenses of Registrable Notesthe Initial Purchaser in connection therewith.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors shall be borne by the Issuers, jointly Company and severally, the Guarantors whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes Securities or Exchange Notes Securities and determination of the eligibility of the Registrable Notes Securities or Exchange Notes Securities for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes Securities are located, in the case of the Exchange NotesSecurities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes Securities or Exchange Notes Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes Securities or Exchange Notes Securities in a form eligible for deposit with The Depository Trust Company Euroclear and Clearstream and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes Securities (subject to the provisions of Section 6(b)) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through Euroclear and Clearstream, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany, (ix) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, The Company and the Issuers, jointly and severally, Guarantors shall reimburse the Holders of the Registrable Notes Securities being registered in such registration a Shelf Registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes Securities to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable NotesStatement.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severallyCompany, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and Company and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes selected by the Holder of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by the IssuersCompany, (ixviii) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (xix) the expense of any annual auditaudit of the Company, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xiixi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereofhereto, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereto), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereto (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Issuers, (ix) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly and severally, shall reimburse the Holders of the Registrable Notes being registered in such registration for the fees and disbursements, not to exceed $25,000, of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration and other out-of-pocket expenses of Holders of Registrable Notes incurred in connection with the registration and sale of Registrable Notes.,

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and Holdings shall be borne by the Issuers, jointly Company and severally, Holdings whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) 26 -24- hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) reasonable fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b)) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Notes or Exchange Notes eligible for trading through the Depository Trust Company, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany, (ix) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (b) In connection with any Shelf Registration hereunder, the Issuers, jointly The Company and severally, Holdings shall (i) reimburse the Holders of the Registrable Notes being registered in such registration a Shelf Registration for the reasonable fees and disbursements, not to exceed $25,000, disbursements of not more than one counsel (in addition to appropriate local counsel) chosen by the Holders of a majority in aggregate principal amount of the Registrable Notes to be included in such Shelf Registration Statement and other (ii) reimburse out-of-pocket expenses (other than legal expenses) of Holders of Registrable Notes incurred in connection with the registration and sale of the Registrable NotesNotes pursuant to a Shelf Registration or in connection with the exchange of Registrable Notes pursuant to the Exchange Offer. In addition, the Company and Holdings shall reimburse the Initial Purchaser for the reasonable fees and expenses of one counsel in connection with the 27 -25- Exchange Offer, which shall be Cahixx Xxxxxx & Xeinxxx, xxd shall not be required to pay any other legal expenses in connection therewith.