Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear and pay all expenses incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b), including without limitation all registration, filing and qualification fees, printers, and accounting fees, and fees and disbursements of counsel for the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) for any expenses of any registration proceeding begun pursuant to Section 7(b) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Holders participating in such withdrawn registration shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7(b); provided further, however, that, in the case of clause (ii) hereof, if at the time of such withdrawal the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to reimburse the Company for any of such expenses and shall retain their rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b).

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than underwriting discounts and pay all expenses commissions and stock transfer taxes incurred by it in connection with any registrations, filings or qualifications the registration and sale of Registrable Securities pursuant to Section 7(b)2, including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and reasonable fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company, which counsel the Company may request be the Company's counsel if such counsel is reasonably acceptable to the Initiating Holders and, if not, shall be selected by the Initiating Holders; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) in the event the Holders participating retain separate counsel, the reasonable fees and expenses to be reimbursed shall not exceed $50,000 in any a subsequent registration pursuant to Section 7(b) shall reimburse without the Company for (i) all such expenses (up to a maximum prior consent of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excludingCompany. Notwithstanding the foregoing, however, any expenses attributable to in the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) for any expenses of any registration proceeding begun pursuant to Section 7(b) if the event a registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (other than as a result of information concerning the business or financial condition of the Company which is made known to the Holders after the date on which such registration was requested), then either (i) such expenses shall be borne solely by the Initiating Holders and not by the Company (in which case all Holders participating in such withdrawn registration shall bear such expenses pro rata based upon on the number of Registrable Securities to be included in such registrationregistered), unless or (ii) one of the demand registration rights provided for in Section 2(a) shall be deemed forfeited. The election permitted by the previous sentence shall be made by the Initiating Holders of a majority of in proportion to the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7(b); provided further, however, that, in the case of clause (ii) hereof, if at the time of such withdrawal the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to reimburse the Company for any of such expenses and shall retain their rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred registered by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)each.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than underwriting discounts and pay all expenses commissions incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b)1.2, including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (selected by Holders of a majority of Registrable Securities to be included in the registration if under subsection (a), by Enron if under subsection 1.2(b) or by MCI WorldCom if under subsections 1.2(c) or 1.2(d)) ("Holders' Counsel") shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered if under subsection 1.2(a), of Enron if under subsection 1.2(b), or of MCI WorldCom if under subsections 1.2(c) or 1.2(d) (in which case all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon allocated among them in proportion to the number amount of Registrable Securities originally proposed to be included in such registrationregistered), unless the Holders of a majority of the Registrable Securities if under subsection 1.2(a), of Enron if under subsection 1.2(b), or of MCI WorldCom if under subsections 1.2(c) or 1.2(d) agree to forfeit their or its right to one demand registration pursuant to Section 7(b)1.2; provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Holders Holders, Enron or MCI WorldCom, as applicable, have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders Holders, Enron or MCI WorldCom, as applicable, at the time of their requestor its request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders Company shall pay such expenses and the Holders, Enron or MCI WorldCom, as applicable, shall not be required to reimburse the Company for pay any of such expenses and shall retain their or its rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)1.2.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses (other than underwriting discounts and pay all expenses commissions) incurred by it in connection with any all registrations, filings or qualifications pursuant to Section 7(b)2.1, including including, without limitation limitation, all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the Company and reasonable fees and disbursements of one (1) counsel for the selling Holders (to be selected by the Majority Holders, subject to the approval of the Company (which approval shall not be unreasonably withheld or delayed)) shall be borne by the Company; providedPROVIDED, howeverHOWEVER, that (subject to Sections 7(b)(ii) such fees and (v) hereof) disbursements of counsel for the selling Holders participating in any registration pursuant to Section 7(b) shall reimburse not exceed $50,000; PROVIDED, FURTHER, that the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 2.1 if the registration request is subsequently withdrawn at the request of the Majority Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders participating in such withdrawn registration of Registrable Securities shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registrationtheir entirety), unless the Majority Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 7(b)2.1; provided furtherPROVIDED, howeverFURTHER, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Majority Holders have learned of a material adverse change in the conditioncondition (financial or otherwise), business, properties, assets, results of operations or prospects of the Company or its Subsidiaries from that known to the Majority Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Majority Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)2.1.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than underwriting discounts and pay all expenses commissions relating to Registrable Securities incurred by it in connection with any registrationseach registration, filings filing or qualifications qualification pursuant to Section 7(b1.2(a), including without limitation all registration, filing and qualification fees, printers, printing and accounting fees, and fees and disbursements of counsel for the Company and one counsel for the Holders participating in such registration shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b1.2(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon expenses), unless (a) such registration request is withdrawn by Holders because the maximum number of Registrable Securities is limited by the underwriters to less than 80% of all Registrable Securities requested to be included in such registrationregistered as permitted by Section 1.2(b), unless or (b) the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7(b1.2(a); provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Holders have learned of a material adverse change in the conditioncondition (financial or other), business, properties, or prospects of the Company from that known to the Holders of a majority of the Registrable Securities then outstanding at the time of their request, request that makes the proposed offering unreasonable in the good faith judgment of the Holders of a majority of the Registrable Securities then the Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights the right to one demand registration pursuant to Section 7(b)1.2(a) shall not be forfeited. In no event shall Underwriting discounts and commissions relating to Registrable Securities will be borne and paid ratably by the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)Holders of such Registrable Securities.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than ------------------------------- underwriting discounts and pay all expenses commissions and stock transfer taxes incurred by it in connection with any registrations, filings or qualifications the registration and sale of Registrable Securities pursuant to Section 7(b)2, including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and reasonable fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company, which counsel the Company may request be the Company's counsel if such counsel is reasonably acceptable to the Initiating Holders and, if not, shall be selected by the Initiating Holders; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) in the event the Holders participating retain separate counsel, the reasonable fees and expenses to be reimbursed shall not exceed $50,000 in any a subsequent registration pursuant to Section 7(b) shall reimburse without the Company for (i) all such expenses (up to a maximum prior consent of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excludingCompany. Notwithstanding the foregoing, however, any expenses attributable to in the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) for any expenses of any registration proceeding begun pursuant to Section 7(b) if the event a registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (other than as a result of information concerning the business or financial condition of the Company which is made known to the Holders after the date on which such registration was requested), then either (i) such expenses shall be borne solely by the Initiating Holders and not by the Company (in which case all Holders participating in such withdrawn registration shall bear such expenses pro rata based upon on the number of Registrable Securities to be included in such registrationregistered), unless or (ii) one of the demand registration rights provided for in Section 2(a) shall be deemed forfeited. The election permitted by the previous sentence shall be made by the Initiating Holders of a majority of in proportion to the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7(b); provided further, however, that, in the case of clause (ii) hereof, if at the time of such withdrawal the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to reimburse the Company for any of such expenses and shall retain their rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred registered by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)each.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses (other than underwriting discounts and pay all expenses commissions incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b1.2), including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (selected by Holders of a majority of Registrable Securities to be included in the registration if under subsection (a), by Enron if under subsection 1.2(b), by MCI WorldCom if under subsections 1.2(c) or 1.2(d) or by U.S. Telesource if under subsection 1.2(e)) ("Holders' Counsel") shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered if under subsection 1.2(a), of Enron if under subsection 1.2(b), of MCI WorldCom if under subsections 1.2(c) or 1.2(d), or of U.S. Telesource under subsection 1.2(e) (in which case all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon allocated among them in proportion to the number amount of Registrable Securities originally proposed to be included in such registrationregistered), unless the Holders of a majority of the Registrable Securities if under subsection 1.2(a), of Enron if under subsection 1.2(b), of MCI WorldCom if under subsection 1.2(c) or (d), or of U.S. Telesource if under subsection 1.2(e), agree to forfeit their or its right to one demand registration pursuant to Section 7(b)1.2; provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Holders Holders, Enron, MCI WorldCom or U.S. Telesource, as applicable, have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders Holders, Enron, MCI WorldCom or U.S. Telesource, as applicable, at the time of their requestor its request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders Company shall pay such expenses and the Holders, Enron, MCI WorldCom or U.S. Telesource, as applicable, shall not be required to reimburse the Company for pay any of such expenses and shall retain their or its rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)1.2.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses (other than underwriting discounts and pay all expenses commissions incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b1.2), including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (selected by Holders of a majority of Registrable Securities to be included in the registration if under subsection (a), by Enron if under subsection 1.2(b) or by MCI WorldCom if under subsections 1.2(c) or 1.2(d)) ("Holders' Counsel") shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered if under subsection 1.2(a), of Enron if under subsection 1.2(b), or of MCI WorldCom if under subsections 1.2(c) or 1.2(d) (in which case all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon allocated among them in proportion to the number amount of Registrable Securities originally proposed to be included in such registrationregistered), unless the Holders of a majority of the Registrable Securities if under subsection 1.2(a), of Enron if under subsection 1.2(b), or of MCI WorldCom if under subsections 1.2(c) or 1.2(d) agree to forfeit their or its right to one demand registration pursuant to Section 7(b)1.2; provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Holders Holders, Enron or MCI WorldCom, as applicable, have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders Holders, Enron or MCI WorldCom, as applicable, at the time of their requestor its request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders Company shall pay such expenses and the Holders, Enron or MCI WorldCom, as applicable, shall not be required to reimburse the Company for pay any of such expenses and shall retain their or its rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)1.2.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than underwriting discounts and pay all expenses commissions incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b)1.2, including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders) and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Holders participating in such withdrawn registration holders shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7(b)1.2; provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights pursuant to Section 7(b)1.2. In no event shall For purposes of this section, the Company Company's failure to complete a transaction with Creative Friction will not be required to pay any expenses incurred by considered a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)material adverse change.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than underwriting discounts and pay all expenses commissions incurred by it in connection with any registrations, filings or qualifications for the first three registrations pursuant to Section 7(b)2.01, including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders, shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 2.01 if the registration request is subsequently withdrawn at the request request, in the case of a registration pursuant to Section 2.01, of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registrationexpenses), unless the Holders of a majority of the Registrable Securities such Holders, agree to forfeit their right to one demand registration pursuant to Section 7(b2.01, (for which the Holders' expenses otherwise would have been borne by the Company pursuant to this Section 2.05); provided provided, further, however, that, in that if a Material Adverse Change has occurred since the case date of clause (ii) hereof, if at the time request by the Initiating Holders and the Initiating Holders have withdrawn their request with reasonable promptness following disclosure by the Company of such withdrawal the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their requestMaterial Adverse Change, then the Holders shall not be required to reimburse the Company for pay any of such expenses but the Company shall pay all such expenses and such payment shall retain their rights not reduce the number of registrations pursuant to Section 7(b). In no event shall 2.01 for which the Company be required is obligated to pay any registration expenses incurred by a Holder hereunder. All such expenses in connection with any registration, filing or qualification respect of each other registration pursuant to Section 7(b)2.01 shall be borne by the Holders, and, if other Persons participate, such other Persons pro rata in proportion to the number of shares being sold by each Holder and other Persons in such registration.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than underwriting discounts and pay all expenses commissions incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b)1.2, including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the Company and the fees and disbursements of one (1) counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be included in such registration shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7(b)1.2; provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal or failure to close, (a) the Holders proposing to participate in the registration have learned of a material adverse change in the condition, business, or prospects of the Company from that not known to the such Holders at the time of their requestrequest and other than a change resulting from market factors or other matters over which the Company has no control, (b) the facts producing such change were known to the Company at the time of the request or the Company's delay in disclosing such facts resulted in substantial additional expense, and (c) in the case of withdrawal, such Holders have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the such Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights pursuant to Section 7(b)1.2. In no event shall Notwithstanding anything herein to the Company be required to pay contrary, any expenses in excess of $25,000 incurred by a Holder in connection with any registration, filing or qualification special audit required in connection with a demand registration pursuant to Section 7(b)1.2 shall be borne pro rata by the selling Holders.

Expenses of Demand Registration. Except as set forth in this Section 7(f)All expenses, the Company shall bear other than underwriting discounts and pay all expenses commissions, incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b)1.2, including (without limitation limitation) all registration, filing filing, and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one (1) counsel for the selling Holders (which counsel shall be reasonably acceptable to the Company), shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon the number expenses), unless one (1) demand registration is still available to such Holders of Registrable Securities to be included in such registration), unless and the Holders of a majority of the Registrable Securities agree to forfeit their right to one such demand registration registrations pursuant to Section 7(b)1.2; provided provided, further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Holders have learned of a material adverse change in the financial condition, business, business or prospects of the Company (other than a material adverse change resulting from general economic or industry conditions) from that known to the Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, or if the registration is not effected due to a request of the Company or any underwriter to which a majority of the Holders of the Registrable Securities agree, then the Company shall bear such expenses and the Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)1.2.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than ------------------------------- underwriting discounts and pay all expenses commissions relating to Registrable Securities incurred by it in connection with any each registration, filing or qualification pursuant to Section 1.2(a) or (b) and all registrations, filings or qualifications pursuant to Section 7(b)1.11, including (without limitation limitation) all registration, filing and qualification fees, printers, printing and accounting fees, and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company shall not be required to pay for (i) all such expenses (up to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) for -------- ------- any expenses of any registration proceeding begun pursuant to Section 7(b1.2(a) or (b) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Class D Registrable Securities to be registered pursuant to Section 1.2(b) or the Holders of a majority of the Registrable Securities to be registered pursuant to Section 1.2(a), as the case may be (in which case cases all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registrationexpenses), unless the Holders of a majority of the Registrable Securities or Class D Registrable Securities, as the case may be, agree to forfeit their right to one demand registration pursuant to Section 7(b)1.2(a) or (b) as the case may be; provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Holders -------- ------- ------- have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders of a majority of the Registrable Securities then outstanding at the time of their requestrequest that makes the proposed offering unreasonable in the good faith judgment of a majority in interest of the Holders of the Registrable Securities or Class D Registrable Securities, as the case may be, then the Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights the right to one demand registration pursuant to Section 7(b)1.2(a) or (b) as the case may be, shall not be forfeited. In no event shall Underwriting discounts and commissions relating to Registrable Securities will be borne and paid ratably by the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)Holders of such Registrable Securities.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear and pay all expenses incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b), including without limitation all registration, filing and qualification fees, printers, and accounting fees, and fees and disbursements of counsel for the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata nm based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) for any expenses of any registration proceeding begun pursuant to Section 7(b) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Holders participating in such withdrawn registration shall bear such expenses pro rata nm based upon the number of Registrable Securities to be included in such registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7(b); provided further, however, that, in the case of clause (ii) hereof, if at the time of such withdrawal the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to reimburse the Company for any of such expenses and shall retain their rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b).

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses (other than underwriting discounts and pay all expenses commissions) incurred by it in connection with any all registrations, filings or qualifications pursuant to Section 7(b)0, including including, without limitation limitation, all registration, filing and qualification fees, printers, ’ and accounting fees, and fees and disbursements of counsel for the Company and reasonable fees and disbursements of one (1) counsel for the selling Holders (to be selected by the Majority Holders, subject to the approval of the Company (which approval shall not be unreasonably withheld or delayed)) shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) such fees and (v) hereof) disbursements of counsel for the selling Holders participating in any registration pursuant to Section 7(b) shall reimburse not exceed $50,000; provided, further, that the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 0 if the registration request is subsequently withdrawn at the request of the Majority Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders participating in such withdrawn registration of Registrable Securities shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registrationtheir entirety), unless the Majority Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 7(b)0; provided provided, further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Majority Holders have learned of a material adverse change in the conditioncondition (financial or otherwise), business, properties, assets, results of operations or prospects of the Company or its Subsidiaries from that known to the Majority Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Majority Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)0.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than underwriting discounts and pay all expenses commissions incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b2.1 (which right may be assigned as provided in Section 2.12), including (without limitation limitation) all registration, filing and qualification feesfiling, qualification, printers, ' and accounting fees, and fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements, not to exceed fifteen thousand dollars ($15,000), of one counsel for the selling Holders) shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority ma ority of the Registrable Securities to be registered (in which case all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration rights pursuant to Section 7(b)2. 1; provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)2.1.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses (other than underwriting discounts and pay all expenses commissions incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b)1.2) incurred in connection with registrations, filings and qualifications of Registrable Securities pursuant to Section 1.2 shall be borne by the Company, including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the CompanyCompany (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders) and the reasonable fees and disbursements of one counsel for the selling Holders; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Initiating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registrationexpenses), unless the Initiating Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7(b)1.2; provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Initiating Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Initiating Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights pursuant to Section 7(b). In no event 1.2; and provided further, however, that notwithstanding the foregoing, such expenses of the Series D Holders and Series E Holders shall be borne by the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification the event that the Company deferred such registration pursuant to Section 7(b1.2(c), and the Series D Holders and Series E Holders shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred by it in connection with any up to three (3) registrations, filings or qualifications pursuant to Section 7(b)1.2, including including, without limitation limitation, all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the CompanyCompany (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders) but excluding all underwriting discounts and commissions associated with Registrable Securities; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any of -------- ------- expenses of any registration proceeding begun pursuant to Section 7(b1.2(a) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon the number of Registrable Securities to be included in such registrationrata), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7(b)registration; provided further, further however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal -------- ------- ------- withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)1.2.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than underwriting discounts and pay all expenses commissions incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b)1.2, including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (selected by Holders of a majority of Registrable Securities to be included in the registration if under subsection 1.2(a) or by Enron if under subsection 1.2(b)) ("Holders' Counsel") shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered if under subsection 1.2(a) or of Enron if under subsection 1.2(b) (in which case all participating Holders participating in such withdrawn registration shall bear such expenses pro rata based upon allocated among them in proportion to the number amount of Registrable Securities originally proposed to be included in such registrationregistered), unless the Holders of a majority of the Registrable Securities if under subsection 1.2(a) or Enron if under subsection 1.2(b) agree to forfeit their or its right to one demand registration pursuant to Section 7(b)1.2; provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal withdrawal, the Holders or Enron, as applicable, have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders or Enron, as applicable, at the time of their requestor its request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Company shall pay such expenses and the Holders or Enron, as applicable, shall not be required to reimburse the Company for pay any of such expenses and shall retain their or its rights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)1.2.

Expenses of Demand Registration. Except as set forth in this Section 7(f), the Company shall bear All expenses other than underwriting discounts and pay all expenses commissions incurred by it in connection with any registrations, filings or qualifications pursuant to Section 7(b)1.2, including (without limitation limitation) all registration, filing and qualification fees, printers, ' and accounting fees, and fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder and if Company counsel does not make itself available for this purpose, then the Company will pay the reasonable fees and disbursements of one (1) counsel for the selling Holders) shall be borne by the Company; provided, however, that (subject to Sections 7(b)(ii) and (v) hereof) the Holders participating in any registration pursuant to Section 7(b) shall reimburse the Company for (i) all such expenses (up shall not be required to a maximum of Twenty Five Thousand ($25,000.00) Dollars per registration) pro rata based upon the number of Registrable Securities included in such registration by all Holders (excluding, however, any expenses attributable to the inclusion of any other securities therein, including, without limitation, any Other Securities) and (ii) pay for any expenses of any registration proceeding begun pursuant to Section 7(b) 1.2 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses ratably based on the ratio that the amounts of Registrable Securities each participating Holder included in such withdrawn registration shall bear such expenses pro rata based upon statement bears to the number total amount of Registrable Securities to be included in such registrationregistration statement by all participating Holders), unless the Initiating Holders of a majority of the Registrable Securities agree to forfeit their its right to one demand registration pursuant to Section 7(b)1.2; provided further, however, that, in the case of clause (ii) hereof, that if at the time of such withdrawal the Holders have learned of a material adverse change in the condition, business, condition or prospects of the Company from that known to the Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to reimburse the Company for pay any of such expenses and shall retain their rights fights pursuant to Section 7(b). In no event shall the Company be required to pay any expenses incurred by a Holder in connection with any registration, filing or qualification pursuant to Section 7(b)1.2.