Common use of Demand Registrations Clause in Contracts

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCo’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720, and of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable Securities), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for SpinCo and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by SpinCo in connection with such registration, and any transfer taxes and underwriting discounts, commissions, or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 24, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA the National Association of Securities Dealers, Inc. (“NASD”) (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720Schedule E of the By-Laws of the NASD, and of its counsel), as may be required by the rules and regulations of FINRAthe NASD, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable SecuritiesShares), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable SecuritiesShares), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable SecuritiesShares, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by SpinCo the Company in connection with such registration, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities Shares, will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA the NASD (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720Schedule E of the Bylaws of the NASD, and of its counsel), as may be required by the rules and regulations of FINRAthe NASD, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable SecuritiesShares), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable SecuritiesShares), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable SecuritiesShares, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), and the fees and expenses of any special experts retained by SpinCo the Company in connection with such registration, will be borne by the Holders pro rata on the basis of the number of shares subject to the Demand Registration whether or not any registration statement becomes effective, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities Shares, will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA the NASD (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720Schedule E of the Bylaws of the NASD, and of its counsel), as may be required by the rules and regulations of FINRAthe NASD, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable SecuritiesShares), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable SecuritiesShares), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable SecuritiesShares, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by SpinCo the Company in connection with such registrationregistration and the fees and disbursements of a single counsel for a majority of the Registrable Shares covered by any registration statement, will be borne by the Company whether or not any registration statement becomes effective, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities Shares, will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holderregistered.

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA the National Association of Securities Dealers, Inc. (“NASD”) (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720Schedule E of the By-Laws of the NASD, and of its counsel), as may be required by the rules and regulations of FINRAthe NASD, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable SecuritiesShares), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable SecuritiesShares), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable SecuritiesShares, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by SpinCo the Company in connection with such registration, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities Shares, will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA the Financial Industry Regulatory Authority (“FINRA”) (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720, and of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable Securities), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by SpinCo the Company in connection with such registration, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities Securities, will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

Demand Registrations. All reasonableThe Company shall be responsible for all reasonable and documented, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 27205121, and of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a any Holder of Registrable Securities), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, and the fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfortcomfort letters” letters required by or incident to such performance), the fees and expenses of . The Holders shall be responsible for (i) any special experts retained by SpinCo in connection with such registration, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities will be borne by the Holders Securities, on a pro rata basis on the basis of the number of shares so registered sold whether or not any registration statement becomes effective, and (ii) any applicable transfer taxes. All other costs, The Company shall be responsible for the fees and expenses incident to SpinCo’s performance or compliance of one firm of attorneys retained by all of the Holders in the aggregate in connection with this Agreement will the sale of Registrable Securities in a Demand Registration. Notwithstanding the foregoing, the Company shall not be borne by SpinCo, and responsible for the fees and expenses of any additional counsel, or any of the accountants, agents or other persons experts retained by the Holders in connection with the sale of Registrable Securities in a Demand Registration. The Company will also be responsible for its internal expenses in any Demand Registration (including, without limitation, all salaries and expenses of its officers and employees performing legal or employed by accounting duties, the expense of any Holder will be borne by such Holderannual audit and the expense of any liability insurance).

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA the NASD (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720Schedule E of the Bylaws of the NASD, and of its counsel), as may be required by the rules and regulations of FINRAthe NASD, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable SecuritiesShares), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable SecuritiesShares), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable SecuritiesShares, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), and the fees and expenses of any special experts retained by SpinCo the Company in connection with such registration, will be borne by the Company whether or not any registration statement becomes effective, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities Shares, will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA the Financial Industry Regulatory Authority (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720, and of its counselFINRA”), as may be required by the rules and regulations of the FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable Securities), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), and the fees and expenses of any special experts experts, including mining experts, retained by SpinCo the Company in connection with such registrationregistration will be borne by RTEA and/or KMS and the Company such that RTEA and/or KMS will bear seventy-five percent (75%) and the Company will bear twenty-five percent (25%) of such fees and expenses; provided, and however, that any transfer taxes and underwriting discounts, commissions, commissions or fees in connection with attributable to the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such HolderRTEA and/or KMS.

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCo’s the Company's performance of or compliance with this Article ARTICLE 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA the NASD (including, if applicable, the reasonable fees and expenses of any “"qualified independent underwriter” " as such term is defined in FINRA Rule 2720Schedule E of the Bylaws of the NASD, and of its counsel), as may be required by the rules and regulations of FINRAthe NASD, fees and expenses of compliance with securities or “"blue sky” " laws (including reasonable fees and disbursements of counsel in connection with “"blue sky” " qualifications of the Registrable SecuritiesShares), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable SecuritiesShares), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable SecuritiesShares, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “"cold comfort” " letters required by or incident to such performance), and the fees and expenses of any special experts retained by SpinCo the Company in connection with such registration, will be borne by the Company whether or not any registration statement becomes effective, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities Shares, will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCo’s the Company's performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA the Financial Industry Regulatory Authority (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720, and of its counsel"FINRA"), as may be required by the rules and regulations of the FINRA, fees and expenses of compliance with securities or “"blue sky” " laws (including reasonable fees and disbursements of counsel in connection with “"blue sky” " qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable Securities), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “"cold comfort” " letters required by or incident to such performance), and the fees and expenses of any special experts experts, including mining experts, retained by SpinCo the Company in connection with such registrationregistration will be borne by RTEA and/or KMS and the Company such that RTEA and/or KMS will bear seventy-five percent (75%) and the Company will bear twenty-five percent (25%) of such fees and expenses; provided, and however, that any transfer taxes and underwriting discounts, commissions, commissions or fees in connection with attributable to the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such HolderRTEA and/or KMS.

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCo’s the Trust's performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with the FINRA (including, if applicable, the reasonable fees and expenses of any “"qualified independent underwriter” " as such term is defined in FINRA Rule 2720Schedule E of the Bylaws of the FINRA, and of its counsel), as may be required by the rules and regulations of the FINRA, fees and expenses of compliance with securities or “"blue sky” " laws (including reasonable fees and disbursements of counsel in connection with “"blue sky” " qualifications of the Registrable SecuritiesShares), rating agency fees, printing expenses (including expenses of printing any certificates adopted by the Trust for the Registrable Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable SecuritiesShares), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable SecuritiesShares, fees and expenses of counsel for SpinCo the Trust and its independent certified public accountants (including the expenses of any special audit or “"cold comfort” " letters required by or incident to such performance), the fees and expenses of any special experts retained by SpinCo the Trust in connection with such registration, and the reasonable fees and expenses, not to exceed $100,000, of one counsel chosen by the Majority Holders to represent the Holders ("Holders' Counsel") with respect to such registration will be borne by the Trust whether or not any transfer taxes registration statement becomes effective, and any underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities Shares, will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, counsel other than Holders' Counsel and any accountants or other persons retained or employed by any Holder will be borne by such Holder.

Demand Registrations. All The Company shall be responsible for all reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720, and of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a any Holder of Registrable Securities), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, and the fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of . The Holders shall be responsible for (i) any special experts retained by SpinCo in connection with such registration, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities will be borne by the Holders Securities, on a pro rata basis on the basis of the number of shares so registered whether or not any registration statement becomes effective, and (ii) any applicable transfer taxes. All other costs, The Company shall be responsible for the fees and expenses incident to SpinCo’s performance or compliance of one (1) firm of attorneys retained by all of the Holders in the aggregate in connection with this Agreement will the sale of Registrable Securities in a Demand Registration. Notwithstanding the foregoing, the Company shall not be borne by SpinCo, and responsible for the fees and expenses of any additional counsel, or any of the accountants, agents or other persons experts retained by the Holders in connection with the sale of Registrable Securities in a Demand Registration. The Company will also be responsible for its internal expenses in any Demand Registration (including, without limitation, all salaries and expenses of its officers and employees performing legal or employed by accounting duties, the expense of any Holder will be borne by such Holderannual audit and the expense of any liability insurance).

Demand Registrations. All reasonableThe Company shall be responsible for all reasonable and documented, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 27205121, and of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a any Holder of Registrable Securities), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, and the fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfortcomfort letters” letters required by or incident to such performance), the fees and expenses of . The Holders shall be responsible for (i) any special experts retained by SpinCo in connection with such registration, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities will be borne by the Holders Securities, on a pro rata basis on the basis of the number of shares so registered sold whether or not any registration statement becomes effective, and (ii) any applicable transfer taxes. All other costs, The Company shall be responsible for the reasonable and documented fees and expenses incident to SpinCo’s performance or compliance of one firm of attorneys retained by all of the Holders in the aggregate in connection with this Agreement will the sale of Registrable Securities in a Demand Registration. Notwithstanding the foregoing, the Company shall not be borne by SpinCo, and responsible for the fees and expenses of any additional counsel, or any of the accountants, agents or other persons experts retained by the Holders in connection with the sale of Registrable Securities in a Demand Registration. The Company will also be responsible for its internal expenses in any Demand Registration (including, without limitation, all salaries and expenses of its officers and employees performing legal or employed by accounting duties, the expense of any Holder will be borne by such Holderannual audit and the expense of any liability insurance).

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with the FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720Schedule E of the Bylaws of the FINRA, and of its counsel), as may be required by the rules and regulations of the FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable SecuritiesShares), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable SecuritiesShares), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable SecuritiesShares, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), and the fees and expenses of any special experts retained by SpinCo the Company in connection with such registration, will be borne by the Company whether or not any registration statement becomes effective, and any transfer taxes and underwriting discounts, commissions, or fees in connection with attributable to the sale of the Registrable Securities Shares, will be borne by the Holders pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

Demand Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration or Shelf Registration including, without limitation, fees and expenses arising in connection with SpinCothe Company’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA the Financial Industry Regulatory Authority (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720, and of its counselFINRA”), as may be required by the rules and regulations of the FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a Holder of Registrable Securities), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for SpinCo the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by SpinCo the Company in connection with such registration, registration and any transfer taxes and underwriting discounts, commissions, commissions or fees in connection with attributable to the sale of the Registrable Securities will be borne by the Holders participating in such Demand Registration pro rata on the basis of the number of shares so registered whether or not any registration statement becomes effective. All other costs, fees and expenses incident to SpinCo’s performance or compliance with this Agreement will be borne by SpinCo, and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holdersold.