Common use of Registration Expenses Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer (other than Warrant Shares Registration Expenses which are covered by Section 11) shall be borne by the Issuers, jointly and severallyIssuer, whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (fees, including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an any underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Notes Registration Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationperformance of its obligations hereunder, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b))Issuer, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(n)(iii) (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Issuers, (ix) internal expenses of the Issuers Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuers Issuer performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange and (xiiii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers, jointly and severally, Company whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter -19- or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers Company and reasonable fees and disbursements of special counsel for the sellers of Registrable Notes (subject to the provisions of Section 6(b)) hereof), (v) reasonable fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Notes or Exchange Notes eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Issuers desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the IssuersCompany, (ix) internal expenses of the Issuers Company (including, without limitation, all salaries and expenses of officers and employees of the Issuers Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement, but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder, which shall be paid by such Holder.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers, jointly and severally, Issuers whether or not the Exchange Offer Registration Statement or a any Shelf Registration is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes or Exchange Notes, as the case may be, are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes Notes, as the case may be, to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or to be sold by any Participating Broker-Dealer during the Applicable PeriodDealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses incurred in connection with the Exchange Registration Statement and any Shelf Registrationexpenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of each of the Registrable Notes (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b)7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, (vii) Securities Act liability insurance, if the Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Issuers, (ixviii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xiixi) the 26 -25- expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement.

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

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

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

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

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

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

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

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

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

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

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