Common use of Cost and Expenses Clause in Contracts

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b8(c), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b8(c), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel. 10.

Cost and Expenses. The Company will bear pay all costs, expenses and pay the costs and expenses fees incident to the registration performance of the Shares obligations of the Company and public offering thereofthe Selling Stockholders under this Agreement, including, without limitationlimiting the generality of the foregoing, (a) the following: accounting fees of the Company; the fees and expenses of the Company's accountants and the fees and expenses disbursements of counsel for the Company; the cost of printing and delivering to, (b) or as requested by, the preparation, printing, filing, delivery and shipping Underwriters copies of the Registration Statement, each Preliminary ProspectusProspectuses, the Prospectus, and any supplements or amendments or supplements thereto (c) thereto; the furnishing of copies of such documents to you, (d) the registration or qualification filing fees of the Shares for offering and sale under Commission; NASD filing fees; the securities laws listing fee of the various statesNasdaq National Market and the expenses, including the reasonable fees and disbursements (not to exceed $25,000) of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the SharesUnderwriters, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company incurred in connection with the offering qualification of the Shares and (j) all under state securities or Blue Sky laws. Any transfer taxes imposed on the sale of the other costs and expenses incident Shares to the performance several Underwriters will be paid by the Company or by the Selling Stockholders, in accordance with the respective sales of their Shares to the registration and offering of the Shares; provided, however, that you will bear and Underwriters. The Selling Stockholders shall also pay the fees and expenses of your their respective counsel and their respective share of underwriting discounts and commissions. The Company shall not be required to pay for any of the Underwriters' expenses (other than fees those related to qualification under state securities or Blue Sky laws and disbursements relating to NASD review) except that, if this Agreement shall not be consummated because the registration conditions in Section 8 hereof are not satisfied, or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If because this Agreement is terminated by you in accordance the Representatives pursuant to Section 8 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the provisions terms hereof on its part to be performed, unless such failure to satisfy said condition or to comply with said terms results from the act or omission of Section 8(b)any Underwriter, then the Company shall reimburse you the several Underwriters for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares.

Cost and Expenses. The Company will bear and pay or reimburse if paid by the Placement Agents all costs and expenses incident to the registration performance of the Shares obligations of the Company under this Agreement and public offering thereofin connection with the transactions contemplated hereby, including, without limitation, (a) the fees including but not limited to costs and expenses of the Company's accountants and the fees and expenses of counsel for the Company, or relating to (ba) the preparation, printing, filing, delivery and shipping of the Registration Statement, any Issuer Free Writing Prospectus, each Preliminary Prospectus, the General Disclosure Package and the Prospectus, and any amendments amendment or supplements thereto supplement to any of the foregoing (including costs of mailing and shipment), (b) the registration, issue, sale and delivery of the Securities including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities and the printing, delivery, and shipping of the certificates representing the Securities, (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 3(g), (including, in the various statesevent that the transactions contemplated hereby are not consummated, including the reasonable legal fees and expenses not to exceed $50,000, filing fees and other disbursements of counsel to the Placement Agents in connection therewith), and, if reasonably requested by the Placement Agents, the preparation and printing and furnishing of copies of any blue sky surveys to the Placement Agents, (d) the fees and expenses of any transfer agent or registrar for the Securities, (e) any filings required to be made by the Placement Agents or the Company with FINRA, (f) fees, if any, for the quotation of the Securities on the OTCBB, (g) fees and disbursements of your counsel relating to such registration or qualification, (ethe Company’s auditor incurred in delivering the letter(s) the fees payable to the NASD (if anydescribed in Section 5(i) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if anythis Agreement, (h) all fees of the Escrow Agent, and (i) the costs and expenses of the Company and the Placement Agents in connection with the marketing of the offering and the sale of the Securities to prospective investors including, but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses relating to of any consultants engaged with the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives written consent of the Company in connection with the offering road show presentations, travel, lodging and other expenses incurred by the officers of the Shares Company and (j) all any such consultants, and the cost of any aircraft or other transportation chartered in connection with the other costs and expenses incident to the performance by the Company of the registration and offering of the Sharesroad show; provided, however, that you will bear and pay the fees costs and expenses of your counsel (other than fees and disbursements relating the Placement Agents pursuant to this Section 4(i) shall be paid by the registration or qualification of Company only in the Shares for offering and sale under event that the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Sharestransactions contemplated hereby are not consummated. If this Agreement is shall be terminated by you in accordance with the provisions of Placement Agents pursuant to Section 8(b)9 hereof, the Company shall will, in addition to paying the amounts described in Section 4 hereof, reimburse you the Placement Agents for all of your their reasonable out-of-pocket expensesdisbursements including, including but not limited to, the reasonable legal fees and disbursements expenses of your counselits counsel incurred as of the date of termination of this Agreement.

Cost and Expenses. The Company will bear and Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to pay the Agent upon demand (i) all out-of-pocket costs and expenses incident to the registration and all reasonable attorneys' fees of the Shares Agent and/or each of the Lenders in connection with the preparation, documentation, negotiation, execution, amendment, modification, extension and/or renewal of this Agreement, the Notes, the Letter of Credit Application(s) and public offering thereofthe other Transaction Documents, (ii) all out-of-pocket costs and expenses and all reasonable attorneys' fees of the Agent and/or each of the Lenders in connection with the preparation of any waiver or consent hereunder or under any other Transaction Documents, (iii) if an Event of Default occurs, all out-of-pocket costs and expenses and all reasonable attorneys' fees incurred by the Agent and/or each of the Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom, (iv) all out-of-pocket costs and expenses and all reasonable attorneys' fees incurred by the Agent and/or each of the Lenders in connection with the enforcement of any rights and/or remedies of the Agent or any of the Lenders to collect any of the Obligations, and (v) all other reasonable attorneys' fees and out-of-pocket costs and expenses incurred by the Agent and/or each of the Lenders relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents, including, without limitation, (a) the fees and expenses costs for the surveys on the Vessels completed prior to the date hereof, the fees and costs of surveys on the Company's accountants Vessels (including the completed MIDNIGHT EXPRESS) contemplated by Section 6.4, and the fees and expenses costs of counsel for Lenders' Inspector. Borrower further agrees to pay or reimburse the Company, (b) the preparation, printing, filing, delivery Agent and shipping each of the Registration StatementLenders for any stamp or other taxes or costs which may be payable with respect to the execution, each Preliminary Prospectusdelivery, recording and/or filing of this Agreement, the ProspectusNotes, and the Letter of Credit Application(s) or any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company Transaction Documents. All of the registration obligations of Borrower under this Section 11.3 shall survive the satisfaction and offering payment of the Shares; providedObligations and the termination of this Agreement. As used herein, however"attorneys' fees" shall include, that you will bear without limitation, fees on a solicitor and pay the fees its own client basis and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your outextra-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counseljudicial fees.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b8(c), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel, incurred by you in connection with the Agreement.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto thereto, (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will bear and pay or reimburse if paid by the Representative all costs and expenses incident to the registration performance of the Shares obligations of the Company under this Agreement and public offering thereofin connection with the transactions contemplated hereby, including, without limitation, (a) the fees including but not limited to costs and expenses of the Company's accountants and the fees and expenses of counsel for the Company, or relating to (bA) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, General Disclosure Package and the Final Prospectus, and any amendments amendment or supplements thereto (c) supplement to any of the foregoing and the printing and furnishing of copies of such documents each thereof to youthe Underwriters and dealers (including costs of mailing and shipment), (dB) the registration, issue, sale and delivery of the Offered Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Offered Shares and the printing, delivery, and shipping of the certificates representing the Offered Shares, (C) the registration or qualification of the Offered Shares for offering and sale under the securities or blue sky laws of the various statessuch jurisdictions designated pursuant to Section 5(a)(viii) hereof, (including the reasonable and documented legal fees and filing fees, and other disbursements of your counsel relating to such registration or qualificationthe Representative in connection therewith), and, if reasonably requested by the Representative, the preparation and printing and furnishing of copies of any blue sky surveys to the Underwriters and to dealers, (eD) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your any transfer agent or registrar for the Offered Shares, (E) fees, disbursements and other charges of U.S., PRC and BVI counsel (other than fees and disbursements relating to the registration Company, (F) listing fees, if any, for the listing or qualification quotation of the Offered Shares for offering on the NASDAQ Global Select Market and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable (G) fees and disbursements of your counselthe Company’s auditor incurred in connection with this offering, including the delivering of the letter(s) described in Sections 7(a) hereof.

Cost and Expenses. The Company and the Operating Partnership, jointly ----------------- and severally, will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's and the Operating Partnership's accountants and the fees and expenses of counsel for the CompanyCompany and the Operating Partnership, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto thereto, (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, Inc., (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; providedPROVIDED, howeverHOWEVER, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(b), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company Partnership will bear and pay the costs and expenses incident to the registration offering of the Shares and public offering thereofNotes, including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the Initial Purchasers of the Notes, (b) the fees and expenses of the Company's accountants Issuers’ counsel and the fees and expenses of counsel for the Companyaccountants, (bc) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, Offering Memorandum and the Prospectus, Offering Memorandum and any amendments or supplements thereto and the printing, delivery and shipping of this Agreement, the Indenture, the Registration Rights Agreement, all Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales (cbut not, however, legal fees and expenses of your counsel incurred in connection with any of the foregoing other than fees of such counsel plus reasonable disbursements incurred in connection with the preparation, printing and delivery of such Blue Sky Memoranda), (d) the furnishing of copies of such documents to youthe Initial Purchasers, (de) the registration or issuance and delivery by the Issuers of the Notes and by the Guarantors of the Guarantees and any taxes payable in connection therewith, (f) the qualification of the Shares Notes and Exchange Notes for offering the offer, issuance and sale under the securities or Blue Sky laws of the various statesseveral states (including, including without limitation, the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees), (g) the furnishing of such copies of the Preliminary Offering Memorandum and the Offering Memorandum, and all initial transfer taxesamendments and supplements thereto, if anyas may be reasonably requested for use in connection with the Exempt Resales, (h) the preparation of certificates for the Notes (including, without limitation, printing and engraving thereof), (i) the application for quotation of the Notes in the PORTAL MarketSM (including all disbursements and listing fees), (j) the approval of the Notes by DTC for “book-entry” transfer (including fees and expenses relating to of counsel), (k) the authorization rating of the Shares for trading on Notes and the New York Stock ExchangeExchange Notes, (il) the obligations of the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the Indenture, the Notes, the Guarantees, the Exchange Notes and the Exchange Guarantees, (m) the performance by the Inergy Parties of their other obligations under this Agreement, (n) all travel expenses, including air fare one-half of the expenses relating to chartered aircraft and all accommodation expenses, of representatives of the Company Partnership in connection with the offering of the Shares Notes, and (jo) all of the other costs and expenses incident to the performance by the Company Issuers of the registration and offering of the SharesNotes; provided, however, that you the Initial Purchasers will bear and pay all of their own costs and expenses, including the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expensescounsel, and any advertising costs and expenses incurred by you any of the Initial Purchasers incident to the public offering of the SharesNotes. If this Agreement is terminated by you in accordance with the provisions of Section 8(b)10, the Company Issuers shall reimburse you the Initial Purchasers for all of your their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counselcounsel to the Initial Purchasers.