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 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 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 Issuers, 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 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities 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 SecuritiesOffer, or (y) as provided in Section 5(h5(i) hereof, in the case of Registrable Securities a Shelf Registration Statement or in the case of Exchange Securities 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 Securities Notes or Exchange Securities 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 Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Company and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities 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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 of 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, (x) 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 (y) 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 shall be borne by the Issuers Issuers, jointly and severally, 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 FINRA 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities Notes or Exchange Securities 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 Securities Notes or Exchange Securities 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 Securities Notes included in any Registration Statement or sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expensesexpenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Securities 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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, if applicable, exchange 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 Except as expressly provided herein, all out-of-pocket expenses incident to incurred by the Company or any Sponsor Investor in connection with the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers and/or in connection with any Demand Registration, Piggyback Registration or Shelf Offering, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes same shall become effective, shall be paid by the Company, including, without limitation, : (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities SEC or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period))FINRA, (ii) printing expensesall fees and expenses in connection with compliance with any securities or “blue sky” laws, including(iii) all printing, without limitationduplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expensesCompany Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable 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 of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiv) Securities Act liability insurance, insurance or similar insurance if the Targa Companies desire such insuranceCompany so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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 Registrable Securities on any securities exchangeexchange on which similar securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed in the case of the initial Public Offering), if applicable(vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all fees and disbursements of legal counsel for the Company, (ix) all reasonable fees and disbursements of one legal counsel for selling Holders selected by the Sponsor Investors (which may be the same counsel as selected for the Company) together with any necessary local counsel as may be required by the Sponsor Investors, (x) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses of any special experts or other Persons retained by the Company or the Sponsor Investors in connection with any Registration (xii) all of the Company’s internal expenses relating (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiii) all expenses related to printingthe “road-show” for any underwritten offering, word processing including all travel, meals and distributing lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a Demand Registration, Shelf Offering or Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities sold for such Person’s account and all transfer taxes (if any) attributable to the sale of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this AgreementRegistrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 6 and 9 shall be borne by the Issuers 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified registered public accountants referred to in Section 5(n)(iii6(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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 Issuers, 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 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities 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 SecuritiesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities 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 Securities Notes or Exchange Securities 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 Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities 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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of any of the Targa Companies 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, 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 of 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 Except as expressly provided herein, all out-of-pocket expenses incident to incurred by the Company or any Investor in connection with the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers and/or in connection with any Demand Registration, Piggyback Registration or Shelf Offering, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes same shall become effective, shall be paid by the Company, including, without limitation, : (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities SEC or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period))FINRA, (ii) printing expensesall fees and expenses in connection with compliance with any securities or “blue sky” laws, including(iii) all printing, without limitationduplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expensesCompany Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable 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 of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiv) Securities Act liability insurance, insurance or similar insurance if the Targa Companies desire such insuranceCompany so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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 Registrable Securities on any securities exchangeexchange on which similar securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed in the case of the Company’s initial Public Offering), if applicable(vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all fees and disbursements of legal counsel for the Company, (ix) all reasonable fees and disbursements of one legal counsel for selling Holders selected by the Majority Holders together with any necessary local counsel as may be required by either the Investors, (x) all reasonable fees and disbursements of legal counsel for each Holder participating in such Registration (or, in the case of a Shelf Registration, each Holder selling Registrable Securities under the Shelf Registration Statement) solely in connection with the preparation of any legal opinions requested by the underwriters in respect of such Holder personally, (xi) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xii) all fees and expenses of any special experts or other Persons retained by the Company or the Majority Holders in connection with any Registration (xiii) all of the Company’s internal expenses relating (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiv) all expenses related to printingthe “road-show” for any underwritten offering, word processing including all travel, meals and distributing lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a Demand Registration, Shelf Offering or Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities sold for such Person’s account and all transfer taxes (if any) attributable to the sale of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this AgreementRegistrable Securities.

Registration Expenses. (a) All fees and Except as set forth in Section 10.01 of the Purchase Agreement, the Company shall pay all registration expenses incident to incurred in connection with the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective(the “Registration Expenses”), including, without limitation, : (i) all registration registration, filing, securities exchange listing and filing fees (including, without limitationrequired by the National Association of Securities Dealers, (Aii) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering all registration, filing, qualification and (B) other fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messengerall word processing, telephone duplicating, printing, messenger and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) ’s internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xiv) the fees and expenses incurred by the Company in connection with the listing of the securities Registrable Securities, (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any special audits or comfort letters or costs associated with the delivery by independent certified public accountants of such special audit(s) or comfort letter(s), (vii) the fees and expenses of any special experts retained by the Company in connection with such registration and amendments and supplements to be registered on any securities exchange, if applicablethe Registration Statement and Prospectus, and (xiiviii) premiums and other costs of the expenses relating Company for policies of insurance against liabilities of the Company arising out of any public offering of the Registrable Securities being registered to printingthe extent the Company in its discretion elects to obtain and maintain insurance. Any fees and disbursements of underwriters, word processing and distributing of all Registration Statementsbroker-dealers or investment bankers, including without limitation underwriting agreementsfees, securities sales agreementsdiscounts, indentures transfer taxes or commissions, and any other documents necessary fees or expenses (including legal fees and expenses) if any, attributable to comply with the sale of Registrable Securities, shall be payable by each holder of Registrable Securities pro rata on the basis of the number of Registrable Securities of each such holder that are included in a registration under 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 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 FINRA 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities Notes or Exchange Securities 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 Securities Notes or Exchange Securities 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities 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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ixviii) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 shall be borne by the Issuers 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 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities Notes or Exchange Securities 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 Securities Notes or Exchange Securities 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities 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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, and the obtaining of a rating of the securities, in each case, if applicable, 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. 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 Company and the 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 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 Transfer Restricted Securities or Exchange Securities Notes and determination of the eligibility of the Registrable Transfer Restricted Securities or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof6(h), in the case of Registrable Transfer Restricted Securities or Exchange Securities 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 Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of a majority in aggregate principal amount of the Registrable Transfer Restricted Securities included in any Registration Statement or sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expensesexpenses incurred in connection with the performance of their obligations hereunder, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for Company, the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Guarantors, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof 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, fees and the fees and expenses incurred in connection with the listing of the Securities to be registered on any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Companysecurities exchange, (vii) Securities Act liability insurance, if the Targa Companies Company and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany 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 Targa Companies Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, if applicable, Trustee and the Exchange Agent and (xiixiii) 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 Company's performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveArticle III, including, without limitation, (i) all registration and filing fees (including, without limitationfees, (Aii) all fees and expenses associated with respect to filings required to be made with the FINRA NASD (including, if applicable, the fees and expenses of any "qualified independent underwriter" as such term is defined in connection with an underwritten offering Schedule E of the By-Laws of the NASD, and of its counsel), as may be required by the rules and regulations of the NASD, (Biii) fees and expenses of compliance with state securities or Blue Sky "blue sky" laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky "blue sky" qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)Shares), (iiiv) rating agency fees, (v) printing expenses, including, without limitation, expenses (including expenses of printing certificates for the Registrable Securities or Exchange Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beprospectuses, (iiivi) reasonable messenger, telephone messenger and delivery expenses, (ivvii) the Company's internal expenses (including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), (viii) the fees and expenses incurred in connection with any listing of the Registrable Shares, (ix) fees and disbursements expenses of counsel for the Targa Companies Company and fees and disbursements expenses of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all Company's independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and “or "cold comfort” " letters required by or incident to such performance), (vix) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, securities acts liability insurance (vii) Securities Act liability insurance, if the Targa Companies desire Company elects to obtain such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses of any special experts retained by the Company in connection with such registration, (xii) the fees and expenses of other Persons retained by the Company and (xiii) the reasonable fees and expenses of one counsel selected by WIC and the Purchaser Representative (all such expenses being herein called "Registration Expenses"), subject to Section 3.1(b), will be borne by the Company whether or not any registration statement becomes effective; provided that, Purchaser shall bear 50% of all of the Registration Expenses incurred in connection with the listing second Demand Registration that becomes effective hereunder up to a maximum of the securities $100,000 and; provided, further, that, except as expressed otherwise provided above, in no event shall Registration Expenses include (i) any expenses incurred by each Purchaser to be registered on retain any securities exchangecounsel, if applicableaccountant or other advisor, (ii) underwriting discounts, (iii) selling commissions and (xiiiv) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreementtransfer taxes.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers of their obligations under Sections 2, 3, 5 and 8 shall be borne by the Issuers Issuers, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, Securities or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company all Registration Statements, underwriting agreements, indentures and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersunderwriter, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, and any other documents necessary in order to comply with this Agreement (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuers) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified registered 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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 reasonable, out-of-pocket fees and expenses incident to any registration hereunder, including, without limitation, the Company’s performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveArticle 2, including, without limitation, (i) all registration and filing fees, all fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the Financial Industry Regulatory Authority (“FINRA”) (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA in connection with an underwritten offering Rule 2720, and (B) of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with state securities or Blue Sky “blue sky” laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), rating agency fees, printing expenses (ii) printing expenses, including, without limitation, including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersprospectuses), if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone messenger and delivery expenses, (iv) the fees and disbursements expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all its independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and or “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons any special experts retained by the Targa CompaniesCompany in connection with such registration, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with of other persons retained by the listing Company, will be borne by the Company (unless paid by a security holder that is not a Holder for whose account the registration is being effected) whether or not any registration statement becomes effective; provided, however, that any underwriting discounts, commissions, or fees attributable to the sale of the securities to Registrable Securities will be borne by the Holders pro rata on the basis of the number of shares so registered on and the fees and expenses of any securities exchangecounsel, if applicableaccountants, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and or other persons retained or employed by any other documents necessary to comply with this AgreementHolder will be borne 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 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 FINRA 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 Securities or Exchange Securities Notes (and related guarantees) and determination of the eligibility of the Registrable Securities or Exchange Securities Notes (and related guarantees) for investment under the laws of such the jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange SecuritiesNotes (and related guarantees), or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities Notes (and related guarantees) to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Notes (and related guarantees) to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of one firm of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Securities, (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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 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 Issuer (other than any underwriting discounts or commissions and transfer taxes) shall be borne by the Issuers Issuer, 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 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities 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 SecuritiesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities a Shelf Registration or in the case of Exchange Securities 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 Securities Notes or Exchange Securities 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 Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuer and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities 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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ixviii) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 of 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 whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, Corporation (including (i) all registration and filing fees (including, without limitation, including fees and expenses with respect to (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (B) fees and expenses of compliance with state securities or Blue Sky laws (including“blue sky” laws, without limitation, reasonable including any fees and disbursements of counsel for the underwriters in connection with Blue Sky “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period6(h)), (ii) printing expenses, including, without limitation, expenses (including expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Corporation, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(o)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)this Agreement) and any other Persons, (vi) rating agency fees, if anyincluding special experts retained by the Corporation, and any (vii) fees associated with making and disbursements of one counsel for the Sponsor Investor Shareholder and the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the Sponsor Investor Shareholder (and otherwise, by the holders of a majority of the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viibeing sold in connection therewith) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained shall be borne by the Targa CompaniesCorporation whether or not any Registration Statement is filed or becomes effective. In addition, (ix) the Corporation shall pay its internal expenses of the Targa Companies (including, without limitation, including all salaries and expenses of its officers and employees of the Targa Companies 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 exchangeexchange on which similar securities issued by the Corporation are then listed and rating agency fees and the fees and expenses of any Person, if applicableincluding special experts, retained by the Corporation. The Corporation shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (xiiexcept as set forth in clauses 7(i)(B) the expenses and 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to printingthe distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Corporation), word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and or (iii) any other documents necessary expenses of the holders of Registrable Securities not specifically required to comply with be paid by the Corporation pursuant to the first paragraph of this AgreementSection 7.

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, 6 and 9 shall be borne by the Issuers 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(i) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities 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) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(n) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 Issuer of its obligations under Sections 2, 3, 5 and 8 shall be borne by the Issuers 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory 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) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 (other than any underwriting discounts or commissions) shall be borne by the Issuers 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 FINRA 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 Securities or Exchange Securities Notes (and related guarantees) and determination of the eligibility of the Registrable Securities or Exchange Securities Notes (and related guarantees) for investment under the laws of such the jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange SecuritiesNotes (and related guarantees), or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities Notes (and related guarantees) to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities Notes or Exchange Securities 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Notes (and related guarantees) to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of one firm of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)and any Participating Broker Dealers, (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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 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 (other than any underwriting discounts or commissions which shall not be borne by the Issuers) shall be borne by the Issuers 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 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities Notes or Exchange Securities 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 Securities Notes or Exchange Securities 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 underwritersunderwriter, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Issuers, (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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 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 or the Guarantors of their respective obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuers and the 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the applicable Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuers) exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers and the Guarantors 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 Issuer of its obligations under Sections 2, 3, 5 and 8 hereof shall be borne by the Issuers 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities selected by the Holders of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified registered 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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 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 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 FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state and foreign securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expensesexpenses relating to preparation of documents referenced herein, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities (subject exclusive of any counsel retained pursuant to Section 7 hereof), which counsel shall be reasonably satisfactory to the provisions of Section 6(b) hereof)Issuer, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ixviii) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 of 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 Holders shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of Registrable Securities 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 referred to above.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall Company will be borne by the Issuers Company whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including. Such fees and expenses will include, without limitation, (i) all registration and filing fees (including, including without limitation, limitation fees and expenses (Ax) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (By) fees and expenses of compliance with state securities or Blue Sky "blue sky" laws (including, including without limitation, reasonable limitation fees and disbursements of counsel for the underwriters or Holders in connection with Blue Sky "blue sky" qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where as the managing underwriters, if any, or Holders are located, in the case of a majority of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be being sold by a Participating Broker-Dealer during the Applicable Periodmay designate)), (ii) printing expenses, including, expenses (including without limitation, limitation expenses of printing certificates for Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any the Shelf Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel the Special Counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)selling Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(m)(iii) hereof (including, without limitation, including 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 and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the Registrable By-laws of the National Association of Securities or Exchange Securities eligible for trading through The Depository Trust CompanyDealers, Inc., (vii) Securities Act liability insurance, insurance if the Targa Companies desire Company so desires such insurance, and (viii) fees and expenses of all other Persons persons retained by the Targa CompaniesCompany. In addition, (ix) the Company will pay its internal expenses of the Targa Companies (including, including without limitation, limitation all salaries and expenses of its officers and employees of the Targa Companies 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 exchangeexchange on which similar securities issued by the Company are then listed and the fees and expenses of any person, if applicableincluding special experts, and (xii) retained by the expenses relating Company. In no event, however, will the Company be responsible for any underwriting discount or selling commission with respect to printing, word processing and distributing any sale of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary Registrable Securities pursuant 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 or the Guarantors of their respective obligations under Sections 2, 3, 6 and 9 shall be borne by the Issuers and the 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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 Securities included in any Registration Statement or if the Prospectus is in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the applicable Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holders of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuers) exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers and the Guarantors 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 Issuers, jointly and severally, 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) reasonable printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange 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 Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be), (iii) reasonable messenger, telephone and delivery expensesexpenses incurred by the Issuers, (iv) reasonable fees and disbursements of counsel for the Targa Companies Issuers and fees and disbursements of special counsel for the sellers of Registrable Securities (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)(iii5(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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) reasonable fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, if applicable, and (xii) the reasonable 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, (xiii) reasonable fees and expenses of the Trustee (including reasonable fees and expenses of counsel to the Trustee) and (ix) as provided in Section 11.

Registration Expenses. (a) All reasonable, out-of-pocket fees and expenses incident to the any registration hereunder, including, without limitation, Parent’s performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveArticle II, including, without limitation, (i) all registration and filing fees, all fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA in connection with an underwritten offering Rule 2720, and (B) of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with state securities or Blue Sky “blue sky” laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), printing expenses (ii) printing expenses, including, without limitation, including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersprospectuses), if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone messenger and delivery expenses, (iv) the fees and disbursements expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for the Targa Companies Parent and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all its independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and or “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons any special experts retained by the Targa CompaniesParent in connection with such registration, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with of other persons retained by Parent, will be borne by Parent (unless paid by a security holder that is not a Holder for whose account the listing registration is being effected) whether or not any registration statement becomes effective; provided, however, that any underwriting discounts, commissions, or fees attributable to the sale of the securities to Registrable Securities will be borne by the Holders pro rata on the basis of the number of shares so registered on and the fees and expenses of any securities exchangecounsel, if applicableaccountants, and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and or other persons retained or employed by any other documents necessary to comply with this AgreementHolder will be borne by such Holder.

Registration Expenses. In connection with each Registration Statement, the Company shall pay all registration expenses incurred in connection with the registration thereunder (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf "Registration Statement is filed or becomes effectiveExpenses"), including, without limitation, : (i) all registration registration, filing, securities exchange listing and filing fees (including, without limitationrequired by the National Association of Securities Dealers, (Aii) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering all registration, filing, qualification and (B) other fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Periodrequired hereby)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messengerall of the Company's word processing, telephone duplicating, printing, messenger and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) 's internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xiv) the fees and expenses incurred by the Company in connection with the listing of the securities Registrable Securities, (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any special audits or comfort letters or costs associated with the delivery by independent certified public accountants of such special audit(s) or comfort letter(s) requested pursuant to be registered on Section 2.1(j) hereof), (vii) the fees and expenses of any securities exchangespecial experts retained by the Company in connection with such registration, if applicable(viii) premiums and other costs of policies of insurance purchased at the discretion of the Company against liabilities arising out of any public offering of the Registrable Securities being registered, and (xiiix) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting fees, discounts, transfer taxes or commissions, if any, attributable to the expenses relating to printingsale of Registrable Securities, word processing and distributing which shall be payable by each holder of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with Registrable Securities pro rata on the basis of the number of Registrable Securities of each such holder that are included in a registration under this Agreement.

Registration Expenses. (a) All Except as described in Section 3(b), all fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall NBCi will be borne by the Issuers NBCi whether or not any of the Exchange Offer or a Shelf Registration Statement is filed or becomes Statements become effective, including. Such fees and expenses will include, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of for 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)"blue sky" laws), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing a reasonable number of prospectuses if the printing of such prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders any Holder of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses incurred by NBCi, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)NBCi incurred by NBCi, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold "comfort” letters " letter required by or incident to such performance)) incurred by NBCi, (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insuranceany, if customarily incurred and (viiivii) reasonable fees and expenses of all other Persons one counsel retained by the Targa CompaniesHolders in connection with the registration and sale of their Registrable Securities (which counsel will be selected by the Holders of a majority of the Registrable Securities being sold). In addition, (ix) NBCi will pay internal expenses of the Targa Companies (including, including without limitation, limitation all salaries and expenses of its officers and employees of the Targa Companies 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 exchangeexchange or quotation system on which similar securities issued by NBCi are then listed and the fees and expenses of any person, if applicableincluding special experts, and (xii) the expenses relating retained by NBCi. In no event, however, will NBCi be responsible for any underwriting discount or selling commission with respect to printing, word processing and distributing any sale of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary Registrable Securities pursuant to comply with this Agreement.

Registration Expenses. (a) All fees and expenses incident to the Company's performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, including without limitation, limitation (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the FINRA in connection with an underwritten offering Commission or the NASD (including, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel as may be required by the rules and regulations of the NASD), (Bii) all fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, reasonable including fees and disbursements of counsel for the underwriters or selling holders in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the their eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where as the Holders are located, in the case managing underwriters or holders of a majority of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be being sold by a Participating Broker-Dealer during the Applicable Period)may designate), (iiiii) all printing expenses, including, without limitation, and related messenger and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expensesprospectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable 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 of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (v) reasonable premiums for Securities Act liability insurance if the Company so desires or the underwriters so reasonably require in accordance with then customary underwriting practice, (vi) rating agency feesall fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all reasonable fees and disbursements of one counsel selected by the holders of a majority of the Registrable Securities being registered in the case of a Piggyback Registration, or one counsel selected by Warburg in the case of a Demand Registration requested by Warburg pursuant to Section 2.1 and one counsel selected by the holder or holders of at least a majority of the Kojaian Registrable Securities in the case of a Demand Registration requested by the Kojaian Investors pursuant to Section 2.1, in each case to represent such holders in connection with such registration, (viii) all fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, excluding underwriting discounts and commissions and transfer taxes, if any, and excluding fees and disbursements of counsel to such underwriters (other than such fees and disbursements incurred in connection with any fees associated with making the registration or qualification of Registrable Securities under the securities or Exchange Securities eligible for trading through The Depository Trust Companyblue sky laws of any state), (viiix) all fees and expenses of accountants to the holders of Registrable Securities Act liability insurance, if the Targa Companies desire such insurance, being sold and (viiix) fees and expenses of all other Persons retained by the Targa CompaniesCompany (all such expenses being herein called "Registration Expenses"), will be borne by the Company, regardless of whether the Registration Statement becomes effective (ix) except as provided in Section 2.1 hereof). The Company will, in any event, pay its internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) audit and the fees and expenses incurred in connection with of any Person, including special experts, retained by the listing of the securities to be registered on any securities 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 to comply with this AgreementCompany.

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 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified registered public accountants referred to in Section 5(n)(iii6(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ixviii) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, and the obtaining of a rating of the securities, in each case, if applicable, 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. 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.

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 shall be borne by the Issuers 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities 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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 or the Guarantors shall be borne by the Issuers and the 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 (including, without limitation, (A) fees with respect to filings required to be made with the FINRA NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Transfer Restricted Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders of Transfer Restricted Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Transfer Restricted Securities or Exchange 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 Transfer Restricted Securities or Exchange 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, in respect of Transfer Restricted 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 Transfer Restricted Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be), (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Guarantors, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5(k)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers or the Guarantors, (ix) internal expenses of the Targa Companies Issuers and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers and the Guarantors 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, if applicable, exchange and (xii) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and indentures. Nothing contained in this Section 6 shall create an obligation on the part of the Issuers or any other documents necessary Guarantor to comply pay or reimburse any Holder for any underwriting commission or discount attributable to any such Holder's Transfer Restricted Securities included in an underwritten offering pursuant to a Registration Statement filed in accordance with the terms of this Agreement, or to guarantee such Holder any profit or proceeds from the sale of such Securities.

Registration Expenses. (a) All fees and Except as expressly provided herein, all out-of-pocket expenses incident to incurred by the Company or any Holders of the LCP Registrable Securities or the GIC Registrable Securities in connection with the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers and/or in connection with any Demand Registration, Piggyback Registration or Shelf Offering, whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes same shall become effective, shall be paid by the Company, including, without limitation, : (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the FINRA SEC or FINRA; (ii) all fees and expenses in connection with an underwritten offering and (B) fees and expenses of compliance with state any securities or Blue Sky laws “blue sky” laws; (includingiii) all printing, without limitationduplicating, reasonable fees word processing, messenger, telephone, facsimile and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions delivery expenses (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, including expenses of printing certificates for the Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, Company Free Writing Prospectuses); (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable 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 of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), ; (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiv) Securities Act liability insurance, insurance or similar insurance if the Targa Companies desire such insurance, Company so desires or the underwriters so require in accordance with then-customary underwriting practice; (viiivi) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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 Registrable Securities on any securities exchangeexchange on which similar securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed in the case of the initial Public Offering); (vii) all applicable rating agency fees with respect to the Registrable Securities, if applicable(viii) all fees and disbursements of legal counsel for the Company; (ix) reasonable fees and expenses of counsel for LCP and counsel for GIC; (x) reasonable fees and expenses of one counsel selected by LCP for any Holder participating in the relevant offering; (xi) when required by the underwriters, reasonable fees and expenses of legal counsel for each Holder participating in such registration (or, in the case of a Shelf Registration, each Holder selling Registrable Securities under the Shelf Registration Statement) solely in connection with the preparation of any legal opinions requested by the underwriters in respect of such Holder personally; (xii) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities; (xiii) all fees and expenses of any special experts or other Persons retained by the Company, the Holders of a majority of the LCP Registrable Securities or the Holders of a majority of the GIC Registrable Securities in connection with any registration; (xiv) all of the Company’s internal expenses relating (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xv) all expenses related to printingthe “road-show” for any underwritten offering, word processing including all travel, meals and distributing lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a Demand Registration, Shelf Offering or Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities sold for such Person’s account and all transfer taxes (if any) attributable to the sale of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this AgreementRegistrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers of their obligations under Sections 2, 3, 5 and 8 shall be borne by the Issuers 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions 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) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 Company's performance of or compliance with this Agreement by the Issuers shall will be borne by the Issuers Company regardless of whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, including without limitation, : (i) all registration and filing fees and expenses (including, without limitation, (A) fees with respect to including filings required to be made by the Initial Purchaser or any Holders with the FINRA in connection with an underwritten offering NASD (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD)); (Bii) all fees and expenses of compliance with federal securities and state securities or Blue Sky or securities laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Transfer Restricted Securities or Exchange Securities Registrable Shares and determination of the eligibility of the Transfer Restricted Securities and Registrable Securities or Exchange Securities Shares for investment under the laws of such jurisdictions where (x) where the Holders of Transfer Restricted Securities are located, in the case of the Exchange Securities, or located and (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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 selling Holders or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, request pursuant to Section 4(b)(xi) hereof; (iii) reasonable messenger, telephone fees and delivery expenses, expenses in connection with the obtaining of any approval from any relevant authority in the Federal Republic of Germany; (iv) all expenses of printing (including printing of Prospectuses); (v) all reasonable fees and disbursements of counsel for the Targa Companies Company and, subject to Section 5(b) below, the Holders of Transfer Restricted Securities; (vi) all application, admission and filing fees in connection with listing or admission on an internationally recognized stock exchange of any Transfer Restricted Securities or Registrable Shares; (vii) all fees and disbursements of special counsel for the sellers of Registrable 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 of the Company (including, without limitation, the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), ; (viviii) rating agency fees, if any, and any fees associated with making the Transfer Restricted Securities, Registrable Securities or Exchange Securities Shares and Conversion Shares eligible for trading through The Depository Trust Company, ; (viiix) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viiix) reasonable fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ixxi) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), ; (xxii) the expense expenses 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, if applicable, ; and (xiixiii) 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 (other than any underwriting discounts or commissions) shall be borne by the Issuers Issuers, 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 FINRA 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities 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 SecuritiesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities a Shelf Registration or in the case of Exchange Securities 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 Securities Notes or Exchange Securities 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 Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities 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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 of 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 Subject to Section 5.1(b)(i), all fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company shall be borne by the Issuers Company, whether or not the Exchange Offer or a Shelf any 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)"blue sky" laws), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iviii) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Company, (viv) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5.4(h), (v) hereof underwriters' fees and expenses (includingexcluding discounts, without limitationcommissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the expenses distribution of any special audit and “cold comfort” letters required by or incident to such performancethe Registrable Securities), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company so desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ixvii) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties)Company, (xviii) 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 exchangeexchange and (x) the fees and expenses of any Person, if applicableincluding special experts, retained by the Company. In connection with any Demand Registration or Incidental Registration hereunder, the Company shall reimburse the holders of the Registrable Securities being registered in such registration for the reasonable fees and disbursements of not more than one counsel (together with appropriate local counsel) chosen by the Requesting Holders, and (xii) other reasonable out-of-pocket expenses of the expenses relating to printing, word processing and distributing holders of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply Registrable Securities incurred in connection with this Agreementthe registration of the Registrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company or the Guarantors of their respective obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuers Company and the 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities 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) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company and the Guarantors 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 Issuer of its obligations under Sections 2, 3, 6 and 9 shall be borne by the Issuers 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) (exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ixviii) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 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 FINRA 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 counsel) in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Securities to be sold in a public offering or Exchange 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 Securities or Exchange Securities in a form eligible 16 -15- 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, 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 Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be, ); (iii) reasonable messenger, telephone and delivery expenses, expenses incurred by the Company; (iv) fees and disbursements of counsel for the Targa Companies Company and fees all documentation related thereto, including any underwriting agreement and disbursements of special counsel for the sellers of Registrable Securities all related documentation (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) the reasonable fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to the Conduct Rules of the NASD; (vii) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, ; (viiviii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, ; (viiiix) fees and expenses of all other Persons retained by the Targa Companies, Company; (ixx) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Company performing legal or accounting duties), ; (xxi) the expense of any annual audit, audit of the Company; (xixii) the fees and expenses incurred by the Company in connection with the listing of the securities to be registered Registrable Securities on any securities Securities exchange, if applicable, ; and (xiixiii) 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. Anything contained herein to the contrary notwithstanding, the Company shall not have any obligation whatsoever in respect of any fees or expenses of counsel to any underwriters, underwriters' discounts or commissions, brokerage commissions, dealers' selling concessions, transfer taxes or any other selling expenses (other than those expressly enumerated in clauses (i) through (xiii) above) incurred in connection with the underwriting, offering or sale of Registrable Securities or Exchange Securities by or on behalf of any Person.

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 whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveCorporation, including, without limitation, including (i) all registration and filing fees (including, without limitation, including fees and expenses with respect to (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering SEC and (B) fees FINRA, including any reasonable and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable documented fees and disbursements of counsel for the underwriters in connection with Blue Sky such FINRA filings and the review thereof by FINRA, and (B) qualification or compliance with securities or “blue sky” laws, including any fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period7(h)), (ii) typesetting, filing and printing expenses, expenses (including, without limitationif applicable, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company Corporation and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Corporation, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii7(o)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vithis Agreement) rating agency fees, if any, and any fees associated with making other Persons, including special experts retained by the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust CompanyCorporation, (vii) Securities Act liability insurancefees and disbursements of any transfer agent, if the Targa Companies desire such insuranceregistrar, custodian or depositary, and (viii) fees and expenses disbursements of all one (1) counsel for the KKR Stockholders and any other Persons retained holders whose Registrable Securities are included in a Registration Statement, which counsel shall be selected (x) by the Targa CompaniesKKR Stockholders in connection with the Initial Public Offering or if the KKR Stockholder is making the Demand Registration or Shelf Take-Down request, (ixy) by the Walgreens Stockholder if the Walgreens Stockholder is making the Demand Registration or Shelf Take-Down request or (z) otherwise, by holders of a majority of the Registrable Securities being sold in connection with such offering, and which shall, in each case, be borne by the Corporation whether or not any Registration Statement is filed or becomes effective. In addition, the Corporation shall pay its internal expenses of the Targa Companies (including, without limitation, including all salaries and expenses of its officers and employees of the Targa Companies 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 exchangeexchange on which similar securities issued by the Corporation are then listed and rating agency fees and the fees and expenses of any Person, if applicableincluding special experts, retained by the Corporation. The Corporation shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (xiiexcept as set forth in Section 8(i) the expenses and Section 8(viii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to printingthe distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Corporation), word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and (iii) any transfer taxes or (iv) any other documents necessary expenses of the holders of Registrable Securities not specifically required to comply with be paid by the Corporation pursuant to the first paragraph of this AgreementSection 8.

Registration Expenses. (a) All Any and all fees and expenses incident to the Company’s and FBR’s performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, without limitation, : (i) all registration Commission, securities exchange, FINRA or other registration, listing, inclusion and filing fees; (ii) all fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA and expenses incurred in connection with an underwritten offering and (B) fees and expenses of compliance with international, federal or state securities or Blue Sky blue sky laws (including, without limitation, reasonable any registration, listing and filing fees and fees and disbursements of counsel in connection with Blue Sky qualifications blue sky qualification of any of the Registrable Securities Shares and the preparation of a blue sky memorandum and compliance with the rules of FINRA); (iii) all expenses in preparing or Exchange Securities assisting in preparing, word processing, duplicating, printing, delivering and determination distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement; (iv) all fees and expenses incurred in connection with the listing or inclusion of the eligibility any of the Registrable Securities or Exchange Securities for investment under Shares on any securities exchange pursuant to Section 5(n) of this Agreement; (v) the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers independent registered public accounting firm of Registrable 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 Company (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performancethe performance of this Agreement), ; (vi) rating agency feesreasonable fees and disbursements of Sidley Austin LLP, or one such other nationally-recognized securities law counsel, reasonably acceptable to the Company and FBR, if Sidley Austin LLP is unable or unwilling to serve in such capacity, for the Holders (such counsel, “Selling Holders’ Counsel”); provided, however, that Holders holding a majority of the Registrable Shares (or, in the case of an Underwritten Offering in which Holders elect to sell Registrable Shares, Holders holding a majority of the Registrable Shares held by the Holders who have elected to sell Registrable Shares in such Underwritten Offering) may object to the appointment of Sidley Austin LLP or such other nationally-recognized securities law counsel as Selling Holders’ Counsel and appoint a new Selling Holders’ Counsel; provided, however, that if Holders electing to sell Registrable Shares in an Underwritten Offering object to the appointment of Sidley Austin LLP or such other nationally-recognized securities law counsel as Selling Holders’ Counsel and appoint a new Selling Holders’ Counsel, such objection and appointment shall only be applicable to such Underwritten Offering; and (vii) any fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement); provided, however, that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, if applicable, and (xii) the expenses relating to printing, word processing and distributing the sale or disposition of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this AgreementRegistrable Shares by a Holder.

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 Company whether or not any of the Exchange Offer or a Shelf Registration Statement is filed or becomes Statements become effective, including. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (By) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel for the underwriters or selling holders in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Company, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(n)(iii) hereof (including, without limitation, including the expenses of any special audit and “"cold comfort” " letters required by or incident to such performancethis Agree- ment), (vi) rating agency feesthe 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 National Association of Securities Dealers, if any, Inc. and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany. In addition, (ix) the Company shall pay its internal expenses of the Targa Companies (including, including without limitation, limitation all salaries and expenses of its officers and employees of the Targa Companies 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 exchangeexchange on which similar securities issued by the Company are then listed and the fees and expenses of any Person, if applicableincluding special experts, retained by the Company. In addition, whether or not any of the Registration Statements become effective, the Company shall pay the reasonable fees and disbursements of a Special Counsel for each of the Xxxxxx Parties, the Xxxxxx Parties, the MCIT Parties and the Jordan Parties, in each case, together with appropriate local counsel. The Company shall not be required to pay any underwriter's fees and expenses (xiiincluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) the expenses relating to printing, word processing and distributing the distribution of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this AgreementRegistrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne jointly and severally by the Issuers 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Securities Holders' Counsel (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold "comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 Subject to Section 5.1(b)(i), all fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Holdings shall be borne by the Issuers Holdings, whether or not the Exchange Offer or a Shelf any 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)“blue sky” laws), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iviii) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Holdings, (viv) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5.4(h), (v) hereof underwriters’ fees and expenses (includingexcluding discounts, without limitationcommissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the expenses distribution of any special audit and “cold comfort” letters required by or incident to such performancethe Registrable Securities), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Holdings so desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ixvii) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties)Holdings, (xviii) 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, and (x) the fees and expenses of any Person, including special experts, retained by Holdings. In connection with any Demand Registration or Incidental Registration hereunder, Holdings shall reimburse the holders of the Registrable Securities being registered in such registration for the reasonable fees and disbursements of not more than one counsel (together with appropriate local counsel) chosen by the Requesting Holders, if applicablepursuant to a Demand Registration, or Holdings, in all other cases, and (xii) other reasonable out-of-pocket expenses of the expenses relating to printing, word processing and distributing holders of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply Registrable Securities incurred in connection with this Agreementthe registration of the Registrable Securities.

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 Issuers, 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 FINRA 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities 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 SecuritiesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities a Shelf Registration or in the case of Exchange Securities 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 Securities or Exchange 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 Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities Notes in connection with a 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)(iii5(l)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance)hereof, (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xivii) the fees and expenses incurred in connection with the listing rating of the securities to be registered on any securities exchangesecurities, in each case, if applicable, and (xiiviii) 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. 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 Issuers, whether or not the Exchange Offer Registration Statement or a any Shelf Registration Statement is filed or becomes effectiveeffective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable 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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, and the obtaining of a rating of the securities, in each case, if applicable, 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. 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.

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 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 FINRA 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Notes are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities Notes or Exchange Securities 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 Securities Notes or Exchange Securities 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities 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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities Notes to be registered on any securities exchange, and the obtaining of a rating of the Notes, in each case, if applicable, and (xiixi) the reasonable expenses relating to printing, word processing and distributing 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 of their obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuers 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies and Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject exclusive of any counsel retained pursuant to the provisions of Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 Issuer of its obligations under Sections 2, 3, 4, 6 and 9 shall be borne by the Issuers 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 Article I of this Agreement by the Issuers shall be borne by the Issuers Company, whether or not any of the Exchange Offer or a Shelf Registration Statement is Statements are filed or becomes become effective, includingare referred to herein as "Registration Expenses." Registration Expenses will include, without limitation, (i) all registration and filing fees (including, including without limitation, limitation fees and expenses (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (B) fees and expenses of compliance with state securities or Blue Sky "blue sky" laws (including, including without limitation, reasonable limitation fees and disbursements of counsel for the underwriters or selling holders in connection with Blue Sky "blue sky" qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where as the Holders are locatedmanaging underwriters, in the case if any, or holders of a majority of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be being sold by a Participating Broker-Dealer during the Applicable Periodmay designate)), (ii) printing expenses, including, expenses (including without limitation, limitation expenses of printing certificates for Registrable Securities or Exchange 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, by the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and Company; (v) reasonable fees and disbursements of special counsel the Special Counsel for the sellers of the Registrable Securities (subject to the provisions of Section 6(b) hereof)Securities, (vvi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii1.5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold "comfort” " letters required by or incident to such performance), (vivii) rating agency fees, if any, and any fees associated with making and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the Registrable Bylaws of the National Association of Securities or Exchange Securities eligible for trading through The Depository Trust CompanyDealers, Inc., (viiviii) Securities Act liability insurance, insurance if the Targa Companies desire Company so desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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 exchangeexchange on which similar securities issued by the Company are then listed, if applicable, (x) all travel and other expenses of participation in underwriters' road shows in connection with Piggyback Registrations (to the extent not borne by the underwriters) and (xiixi) the fees and expenses relating to printing, word processing and distributing of all other persons retained by the Company. Registration StatementsExpenses shall not include the Company's internal expenses (including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties) and the expense of any annual audit, nor shall Registration Expenses include any travel or other expenses of road shows in connection with Demand Registrations or any underwriting agreements, securities sales agreements, indentures and discount or selling commission with respect to any other documents necessary sale of Registrable Securities pursuant 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 Issuers, 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 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities 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 SecuritiesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities a Shelf Registration Statement or in the case of Exchange Securities 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 Securities or Exchange 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 Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Company and reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities 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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 of 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 Except as set forth in Section 10.1 of the Purchase Agreement, the Company shall pay all registration expenses incident to incurred in connection with the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective(the “Registration Expenses”), including, without limitation: (a) all registration, filing, securities exchange listing and fees required by the NASDAQ Stock Market, (ib) all registration registration, filing, qualification and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) other fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (iic) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount all of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-DealerCompany’s word processing, as the case may beduplicating, (iii) reasonable messengerprinting, telephone messenger and delivery expenses, (ivd) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) ’s internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xie) the fees and expenses incurred by the Company in connection with the listing of the securities Registrable Securities, (f) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any special audits or comfort letters or costs associated with the delivery by independent certified public accountants of such special audit(s) or comfort letter(s), (g) the fees and expenses of any special experts retained by the Company in connection with such registration and amendments and supplements to be registered on any securities exchange, if applicablethe Registration Statement and Prospectus, and (xiih) premiums and other costs of the expenses relating Company for policies of insurance against liabilities of the Company arising out of any public offering of the Registrable Securities being registered, to printingthe extent that the Company, word processing in its discretion, elects to obtain and distributing maintain such insurance. Any fees and disbursements of all Registration Statementsunderwriters, broker-dealers or investment bankers, including without limitation underwriting agreementsfees, securities sales agreementsdiscounts, indentures transfer taxes or commissions, and any other documents necessary fees or expenses (including legal fees and expenses) if any, attributable to comply with the sale of Registrable Securities, shall be payable by each holder of Registrable Securities pro rata on the basis of the number of Registrable Securities of each such holder that are included in a registration under 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 Issuer, whether or not the Exchange Offer or a Shelf any 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)"blue sky" laws), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iviii) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Issuer, (viv) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii5.4(h), (v) hereof underwriters' fees and expenses (includingexcluding discounts, without limitationcommissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the expenses distribution of any special audit and “cold comfort” letters required by or incident to such performancethe Registrable Securities), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer so desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ixvii) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties)Issuer, (xviii) 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 exchangeexchange and (x) the fees and expenses of any Person, if applicableincluding special experts, retained by the Issuer. In connection with any Demand Registration or Incidental Registration hereunder, the Issuer shall reimburse the holders of the Registrable Securities being registered in such registration for the reasonable fees and disbursements of not more than one counsel (together with appropriate local counsel) chosen by the Requesting Holders, and (xii) other reasonable out-of-pocket expenses of the expenses relating to printing, word processing and distributing holders of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply Registrable Securities incurred in connection with this Agreementthe registration of the Registrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer (other than Registration Expenses, which are dealt with exclusively in Section 10 hereof) shall be borne by the Issuers Issuer, 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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 Securities Notes included in any Notes Registration Statement or sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expensesexpenses incurred in connection with the Exchange Registration Statement and any Shelf Registration, (iv) fees and disbursements of counsel for the Targa Companies Issuer and reasonable fees and disbursements of special counsel for the sellers of Registrable Securities 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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, if applicable, exchange 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 reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveCorporation, including, without limitation, including (i) all registration registration, listing and filing fees (including, without limitation, including fees and expenses with respect to (A) fees with respect to filings required to be made with the SEC, any stock exchange and 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 including any fees and disbursements of counsel for the underwriters in connection with Blue Sky such filings and the review thereof by FINRA) and (B) compliance with securities or “blue sky” laws, including any fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period7(h)), (ii) word processing, duplicating and printing expenses, expenses (including, without limitationif applicable, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company Corporation and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Corporation, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements Corporation, (v) expenses of special counsel for the sellers Corporation incurred in connection with any road show (including the cost of Registrable Securities (subject to the provisions of Section 6(b) hereofany aircraft chartered in connection with such road show), (vvi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii7(o)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vithis Agreement) rating agency fees, if any, and any fees associated with making other Persons, including special experts retained by the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust CompanyCorporation, (vii) Securities Act liability insurancefees and disbursements of any transfer agent, if the Targa Companies desire such insurance, registrar or depositary and (viii) fees and expenses disbursements of all one (1) counsel (in addition to one (1) local counsel in each relevant jurisdiction) for the Stockholders and any other Persons retained holders whose Registrable Securities are included in a Registration Statement, which counsel shall be selected by the Targa CompaniesStockholders (and otherwise, (ix) by holders of a majority of the Registrable Securities being sold in connection with such offering), shall be borne by the Corporation whether or not any Registration Statement is filed or becomes effective. In addition, the Corporation shall pay its internal expenses of the Targa Companies (including, without limitation, including all salaries and expenses of its officers and employees of the Targa Companies 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 exchangeexchange on which similar securities issued by the Corporation are then listed and rating agency fees and the fees and expenses of any Person, if applicableincluding special experts, retained by the Corporation. The Corporation shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses (i) and (xiiviii) under the expenses first paragraph of this Section 8), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to printingthe distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Corporation), word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and or (iii) any other documents necessary expenses of the holders of Registrable Securities not specifically required to comply with be paid by the Corporation pursuant to the first paragraph of this AgreementSection 8.

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveCompany, including, without limitation, including (i) all registration and filing fees, and any other fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the SEC, FINRA in connection with an underwritten offering and (B) if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 2720 of the National Association of Securities Dealers, Inc. (or any successor provision), and of its counsel, (ii) all fees and expenses in connection with compliance with state any securities or “Blue Sky Sky” laws (including, without limitation, reasonable including fees and disbursements of counsel for the underwriters in connection with “Blue Sky Sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (iiiii) printing expensesall printing, includingduplicating, without limitationword processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone Prospectuses and delivery expensesIssuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable 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 of the Company (including, without limitation, including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viiv) Securities Act liability insurance, insurance or similar insurance if the Targa Companies desire such insuranceCompany so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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 Registrable Securities on any securities exchangeexchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of one legal counsel (the “Majority Holder Counsel”) and one accounting firm as selected by the holders of a majority of the Registrable Securities included in such Registration, (ix) if any of the Sponsors are selling Registrable Securities pursuant to such Registration and are not represented by the Majority Holder Counsel, the reasonable fees and disbursements of separate law firms of WP or Xxxxxxx Sachs, as applicable, (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xii) all of the Company’s internal expenses relating (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xiii) all expenses related to printingthe “road-show” for any Underwritten Offering, word processing including all travel, meals and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures lodging and (xiv) any other documents necessary fees and disbursements customarily paid by the issuers of securities. All such expenses are referred to comply with this Agreementherein as “Registration Expenses.” The Company shall not be required to pay any underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 5 and 8 hereof shall be borne by the Issuers 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 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) exclusive of any counsel retained pursuant to Section 6(b) 7 hereof), (v) fees and disbursements of all independent certified registered 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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuer desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ix) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 Except as otherwise expressly provided herein to the contrary, the Corporation will bear all fees and expenses incident to the Corporation’s performance of or compliance with its obligations under this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, including without limitation, limitation all (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with any trading market on which the FINRA in connection with an underwritten offering and common stock is then listed for trading, (B) fees and expenses of with respect to compliance with applicable state securities or Blue Sky blue sky laws (including, without limitation, reasonable fees and disbursements of counsel for the Corporation in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions as requested by the Holder) and (xC) where with respect to any filing that may be required to be made by any broker through which the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case Holder intends to make sales of Registrable Securities or Exchange Securities with FINRA pursuant to be sold by FINRA Rule 5110, so long as the broker is receiving no more than a Participating Broker-Dealer during the Applicable Period))customary brokerage commission in connection with such sale, (ii) printing expenses, expenses (including, without limitation, (A) expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company under all circumstances, and (B) expenses of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any the Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expenses, (iv) expenses fees and disbursements of its counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all its independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and or “cold comfort” letters required by or incident to such performanceperformance or compliance), (viiv) rating agency fees, 1933 Act liability insurance (if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust CompanyCorporation elects to obtain such insurance), (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viiiv) fees and expenses of all other Persons retained by the Targa CompaniesCorporation in connection with the consummation of the transactions contemplated by this Agreement and (vi) the expenses and fees for listing securities to be registered on each securities exchange on which securities are then listed (all such expenses being herein referred to as “Registration Expenses”); provided, (ix) however, that Registration Expenses borne by the Corporation shall not include any underwriting discounts, commissions or fees attributable to the sale of the Holder’s Registrable Securities or the fees and expenses of counsel for the Holder, which underwriting discounts, commissions, fees and expenses of counsel shall in all cases be borne solely by the Holder, and, provided, further that the Holder will bear all its other expenses incurred in fulfilling its obligations under this Agreement. In addition, the Corporation shall be responsible for all of its internal expenses incurred in connection with the consummation of the Targa Companies transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) audit and the fees and expenses incurred in connection with the listing of the securities to be registered Registrable Securities on any securities 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 to comply with this Agreementexchange as required hereunder.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer of its obligations under Sections 2, 3, 6 and 9 shall be borne by the Issuers 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h6(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies 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 Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Issuer) (exclusive of any counsel retained pursuant to Section 6(b) 8 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(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 Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer, (ixviii) internal expenses of the Targa Companies Issuer (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, and the obtaining of a rating of the securities, in each case, if applicable, 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 Issuer’s performance of or compliance with this Agreement by the Issuers (other than any discounts or commissions) shall be borne by the Issuers Issuers, whether or not the Exchange Offer or a 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 FINRA 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 Securities or Exchange Securities Notes and determination of the eligibility of the Registrable Securities or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Notes are located, in the case of the an Exchange SecuritiesOffer, or (y) as provided in Section 5(h4(h) hereof, in the case of Registrable Securities or Exchange Securities 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 Securities or Exchange Securities 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, by the Holders in respect of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or Exchange Notes to be sold by any Participating Broker-Dealer, as Dealer during the case may beApplicable Period, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Issuers, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, of the expenses of any special audit and “cold comfort” letters required by or incident to such performance)Issuers, (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Issuers desires such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 FINRA, and (xii) the expenses relating to printing, word processing and distributing of all the Exchange Offer Registration Statements, underwriting agreements, securities sales agreements, indentures Statement and any other documents necessary in order for the Issuers to comply with their obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, each Participating Broker-Dealer shall pay all discounts and commissions with respect to any sale of Exchange Notes 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 whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveCompany, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h4(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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 the majority in aggregate principal amount Amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Company and reasonable fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b5(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii4(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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ixviii) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, if applicable, and (xiixi) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures agreements and any other documents necessary in order to comply with this Agreement. Nothwithstanding anything in this Agreement to the contrary, each Holder shall pay all underwriting discounts and brokerage commissions with respect to any Registrable Securities sold by 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 Company 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h4(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)Securities), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of shares of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b5(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii4(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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 Issuers, jointly and severally, 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Securities or Exchange 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 Securities or Exchange 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 Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be), (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and fees and disbursements of special counsel for the sellers of Registrable 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)(iii5(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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by either of the Targa CompaniesIssuers, (ix) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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, 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 Company's performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, Article 2 including, without limitation, (i) all registration and filing fees, all fees (including, without limitation, (A) fees and expenses associated with respect to filings required to be made with the FINRA National Association of Securities Dealers, Inc. ("NASD") (including, if applicable, the fees and expenses of any "qualified independent underwriter" as such term is defined in connection with an underwritten offering Schedule E of the By-Laws of the NASD, and (B) of its counsel), as may be required by the rules and regulations of the NASD, fees and expenses of compliance with state securities or Blue Sky "blue sky" laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky "blue sky" qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)Shares), rating agency fees, printing expenses (ii) printing expenses, including, without limitation, including expenses of printing certificates for the Registrable Securities or Exchange Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwritersa holder of Registrable Shares), if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone messenger and delivery expenses, the Company's internal expenses (iv) including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and disbursements expenses incurred in connection with any listing of the Registrable Shares, fees and expenses of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all its independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, including the expenses of any special audit and “or "cold comfort” " letters required by or incident to such performance), securities acts liability insurance (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company elects to obtain such insurance), (viii) the fees and expenses of all other Persons any special experts retained by the Targa CompaniesCompany in connection with such registration, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with of other persons retained by the listing Company and reasonable fees and expenses of one firm of counsel for the sellers (which shall be selected by the holders of a majority of the securities Registrable Shares being included in any particular registration statement) (all such expenses being herein called "Registration Expenses") will be borne by the Company whether or not any registration statement becomes effective; provided, however, that in no event shall Registration Expenses include any underwriting discounts, commissions, or fees attributable to the sale of the Registrable Shares or any counsel (except as provided above), accountants, or other persons retained or employed by the Holders, which expenses shall be registered borne by the selling Holders pro rata on any securities exchange, if applicable, and (xii) the expenses relating to printing, word processing and distributing basis of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreementthe number of shares so registered.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Company and the Guarantors of their obligations under Sections 2, 3, 4, 5 and 8 shall be borne by the Issuers Company and the 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 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 Securities or Exchange Securities Notes and determination of the eligibility of the Registrable Securities or Exchange Securities Notes for investment under the laws of such jurisdictions in the United States (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities 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 Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messengerfees and expenses of the Trustee, telephone any exchange agent and delivery expensestheir counsel, (iv) fees and disbursements of counsel for the Targa Companies Company and the Guarantors and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (subject which counsel shall be reasonably satisfactory to the provisions Company and the Guarantors) 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 Securities or Exchange Securities Notes eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer and the Guarantors, and (ixviii) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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 Notes to be registered on any securities exchange, and the obtaining of a rating of the Notes, in each case, 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 to comply with this Agreement.

Registration Expenses. (a) All fees Any and all expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, without limitation, : (i) all registration Commission, securities exchange, FINRA registration, listing, inclusion and filing fees (including, without limitationif applicable, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of any “qualified independent underwriter” (and its counsel) that is required to be retained by any holder of Registrable Interests in accordance with the rules and regulations of FINRA (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or Blue Sky blue sky laws (including, without limitation, any registration, listing and filing fees and reasonable fees and disbursements of counsel in connection with Blue Sky qualifications blue sky qualification of any of the Registrable Securities or Exchange Securities Interests and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders preparation of a majority in aggregate principal amount of blue sky memorandum and compliance with the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may berules ofFINRA), (iii) reasonable messengerall expenses of any Persons in preparing or assisting in preparing, telephone word processing, duplicating, printing, delivering and delivery expensesdistributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Interests on any securities exchange pursuant to Section 4(m) of this Agreement, (v) the fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable 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 of the Company (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), and reasonable fees and disbursements of one counsel for the selling Holders to review the Mandatory Shelf Registration Statement, any Subsequent Shelf Registration Statement, and, if the Company notifies the Holders pursuant to Section 2(b) hereof of its intent to file an IPO Registration Statement within one year of the date of this Agreement, the IPO Registration Statement, and (vi) rating agency any fees and disbursements customarily paid by issuers in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement), provided, however, that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions and transfer taxes or transfer fees, if any, relating to the sale or disposition of Registrable Interests by a Holder and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred disbursements of any counsel to the Holders other than as provided for in connection with the listing of the securities to be registered on any securities exchange, if applicable, and subparagraph (xiiv) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreementabove.

Registration Expenses. (a) All fees Any and all expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveAgreement, including, without limitation, : (i) all registration Commission, securities exchange, FINRA registration, listing, inclusion and filing fees (including, without limitationif applicable, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of any “qualified independent underwriter” (and its counsel) that is required to be retained by any holder of Registrable Interests in accordance with the rules and regulations of FINRA (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or Blue Sky blue sky laws (including, without limitation, any registration, listing and filing fees and reasonable fees and disbursements of counsel in connection with Blue Sky qualifications blue sky qualification of any of the Registrable Securities or Exchange Securities Interests and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange 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, by the Holders preparation of a majority in aggregate principal amount blue sky memorandum and compliance with the rules of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beFINRA), (iii) reasonable messengerall expenses of any Persons in preparing or assisting in preparing, telephone word processing, duplicating, printing, delivering and delivery expensesdistributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Interests on any securities exchange pursuant to Section 4(m) of this Agreement, (v) the fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable 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 of the Company (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), and reasonable fees and disbursements of one counsel for the selling Holders to review the Mandatory Shelf Registration Statement, any Subsequent Shelf Registration Statement, and, if the Company notifies the Holders pursuant to Section 2 (b) hereof of its intent to file an IPO Registration Statement within one year of the date of this Agreement, the IPO Registration Statement, and (vi) rating agency any fees and disbursements customarily paid by issuers in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement), provided, however, that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions and transfer taxes or transfer fees, if any, relating to the sale or disposition of Registrable Interests by a Holder and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred disbursements of any counsel to the Holders other than as provided for in connection with the listing of the securities to be registered on any securities exchange, if applicable, and subparagraph (xiiv) the expenses relating to printing, word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreementabove.

Registration Expenses. In connection with registrations pursuant to Section 4.1 or Section 4.2 hereof, the Company shall pay all of the costs and expenses incurred in connection with the registrations thereunder (the “Registration Expenses”), including all (a) All registration and filing fees and expenses incident to the performance of or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effectiveexpenses, including, without limitation, (i) all registration and filing fees (including, without limitationthose related to filings with the SEC, (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (Bb) fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (iic) reasonable processing, duplicating and printing expenses, including, without limitation, including expenses of printing certificates for Registrable Securities or Exchange Securities 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 underwritersany Holder, if any, by the Holders of a majority in aggregate principal amount (d) of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa Companies, (ix) ’s internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies performing legal or accounting duties), (x) the expense of any liability insurance and the expense of any annual auditaudit or quarterly review), (xie) the fees and expenses incurred in connection with listing the listing of the securities to be registered Registrable Securities for trading on any a national securities exchange, (f) fees and expenses in connection with the preparation of the registration statement and related documents covering the Registrable Securities, (g) fees and expenses, if applicableany, incurred with respect to any filing with FINRA, (h) any documented out-of-pocket expenses of the underwriter(s) incurred with the approval of the Company, (i) the cost of providing any CUSIP or other identification numbers for the Registrable Securities, (j) fees and expenses and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including, without limitation, the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested), (k) fees and expenses of any special experts retained by the Company in connection with such registration, and (xiil) reasonable and documented fees and expenses of one firm of counsel for the Holders to be selected by the Holders of a majority of the Registrable Securities to be included in such registration (“Holders’ Counsel”); provided, however, that the Company shall reimburse the Holders for the reasonable and documented fees and disbursements one, but not more than one, additional counsel retained by any Holder for the purpose of rendering any opinion required by the Company or the managing underwriter(s) to be rendered on behalf of such Holder in connection with any Demand Registration. Other than as provided in the foregoing sentence, the Company shall have no obligation to pay any out-of-pocket expenses of the Holders relating to the registrations effected pursuant to this Agreement. Notwithstanding the foregoing, Holders shall be responsible, on a pro rata basis based on the number of Registrable Securities included in the applicable registered offering by each such Holder, for any underwriting discounts and commissions attributable to the sale of Registrable Securities pursuant to a Registration Statement. The obligation of the Company to bear the expenses relating described in this Section 4.3 and to printing, word processing and distributing pay or reimburse the Holders for the expenses described in this Section 4.3 shall apply irrespective of all Registration Statements, underwriting agreements, securities whether any sales agreements, indentures and any other documents necessary to comply with this Agreementof Registrable Securities ultimately take place.

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

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Operating Partnership and the Guarantor shall be borne by the Issuers Operating Partnership and the Guarantor whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the 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 Securities or Exchange Securities Notes and determination of the eligibility of the Registrable Securities or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities 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 Securities or Exchange Securities 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Operating Partnership and the Guarantor and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities Notes eligible for trading through The Depository Trust CompanyDTC, (viivi) Securities Act liability insurance, if the Targa Companies Operating Partnership and the Guarantor desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesOperating Partnership and the Guarantor, (ixviii) internal expenses of the Targa Companies Operating Partnership and the Guarantor (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Operating Partnership and the Guarantor performing legal or accounting duties), (xix) the expense of any annual audit, (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, 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 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 shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, Corporation (including (i) all registration and filing fees (including, without limitation, including fees and expenses with respect to (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (B) fees and expenses of compliance with state securities or Blue Sky laws (including“blue sky” laws, without limitation, reasonable including any fees and disbursements of counsel for the underwriters in connection with Blue Sky “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period6(h)), (ii) printing expenses, including, without limitation, expenses (including expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Corporation, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(o)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)this Agreement) and any other Persons, (vi) rating agency fees, if anyincluding special experts retained by the Corporation, and any (vii) fees associated with making and disbursements of one counsel for the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the holder delivering a Demand Notice or Take-Down Notice (and otherwise, by the holders of a majority of the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (viibeing sold in connection therewith) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained shall be borne by the Targa CompaniesCorporation whether or not any Registration Statement is filed or becomes effective. In addition, (ix) the Corporation shall pay its internal expenses of the Targa Companies (including, without limitation, including all salaries and expenses of its officers and employees of the Targa Companies 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 exchangeexchange on which similar securities issued by the Corporation are then listed and rating agency fees and the fees and expenses of any Person, if applicableincluding special experts, retained by the Corporation. The Corporation shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (xiiexcept as set forth in clauses 7(i)(B) the expenses and 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to printingthe distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Corporation), word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and or (iii) any other documents necessary expenses of the holders of Registrable Securities not specifically required to comply with be paid by the Corporation pursuant to the first paragraph of this AgreementSection 7.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement incurred by the Issuers shall Company in complying with Articles II, III, IV and VI hereof ("Registration Expenses") will be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, includingCompany. Such fees and expenses will include, without limitation, (i) all registration and filing fees (including, including without limitation, limitation fees and expenses (Ax) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering National Association of Securities Dealers, Inc. and (By) fees and expenses of compliance with state securities or Blue Sky blue sky laws (including, including without limitation, limitation reasonable fees and disbursements of counsel for the underwriters and selling Stockholder in connection with Blue Sky blue sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where as the Holders are locatedmanaging underwriter or underwriters, in the case of the Exchange Securitiesif any, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable PeriodSelling Stockholder may designate)), (ii) printing expenses, including, expenses (including without limitation, limitation the expenses of printing certificates for Registrable Securities or Exchange Securities 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beselling Stockholder), (iii) reasonable messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Targa Companies and Company, (v) reasonable fees and disbursements of special one counsel for all selling Stockholders collectively (which counsel, in the sellers case of a Demand Registration, will be selected by the Stockholder that delivers the Demand Notice relating to the Registration Statement for which Registration Expenses are being incurred and, in all other cases, will be selected by Stockholders holding a majority of the Registrable Securities (subject sought to be included in the provisions of Section 6(b) hereofRegistration Statement), (vvi) reasonable fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6.1(n)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold "comfort” " letters required by or incident to such performance), (vivii) rating agency feesreasonable fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 2720(c) of the Conduct Rules of the National Association of Securities Dealers, if anyInc., and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) reasonable fees and expenses of all other Persons persons retained by the Targa CompaniesCompany. In addition, (ix) the Company will pay its internal expenses of the Targa Companies (including, including without limitation, limitation all salaries and expenses of its officers and employees of the Targa Companies 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 each securities exchange, if applicableany, and (xii) on which similar securities issued by the expenses relating to printing, word processing and distributing Company are then listed or the quotation of all Registration Statements, underwriting agreements, such securities sales agreements, indentures and any other documents necessary to comply with this Agreementon the NASDAQ.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers and Guarantors shall be borne jointly and severally by the Issuers and 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 FINRA 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 counsel) in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof), in the case of Registrable Securities to be sold in a public offering or Exchange 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 Securities or Exchange 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, 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 Securities included in any Registration Statement or sold by any Participating Broker-Dealerof such Exchange Securities, as the case may be, ); (iii) reasonable messenger, telephone and delivery expenses, expenses incurred by the any Issuer or Guarantor; (iv) fees and disbursements of counsel for the Targa Companies any Issuer or Guarantor and reasonable fees and disbursements of special counsel for the sellers of Registrable Securities but only with respect to such counsel's review of the Registration Statement and Prospectus, including, without limitation, any portions of the Registration Statement and Prospectus relating to the Holders, and all documentation related thereto, including any underwriting agreement and all related documentation (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) the reasonable fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Rule 2710 of the Conduct Rules of the NASD; (vii) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, ; (viiviii) Securities Act liability insurance, if the Targa Companies desire any Issuer or Guarantor desires such insurance, ; (viiiix) fees and expenses of all other Persons retained by the Targa Companies, any Issuer or Guarantor; (ixx) internal expenses of the Targa Companies any Issuer or Guarantor (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies any Issuer or Guarantor performing legal or accounting duties), ; (xxi) the expense of any annual audit, audit of any Issuer or Guarantor; (xixii) the fees and expenses incurred by any Issuer or Guarantor in connection with the listing of the securities to be registered Registrable Securities on any securities exchange, if applicable, ; and (xiixiii) 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. Anything contained herein to the contrary notwithstanding, no Issuer or Guarantor shall have any obligation whatsoever in respect of any underwriters' discounts or commissions, brokerage commissions, dealers' selling concessions, transfer taxes or any other selling expenses (other than those expressly enumerated in clauses (i) through (xiii) above) incurred in connection with the underwriting, offering or sale of Registrable Securities or Exchange Securities by or on behalf of any Person.

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 whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, Company (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with the SEC, NYSE, FINRA in connection with an underwritten offering or the National Association of Securities Dealers, Inc. and (B) fees and expenses of compliance with state securities or Blue Sky laws (laws, including, without limitation, reasonable any fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period4(h)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, the Demand Party or by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Company, (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii4(o) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vithis Agreement) rating agency fees, if any, and any fees associated with making other persons, including special experts retained by the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, Company and (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) reasonable and documented fees and expenses disbursements of all other Persons retained one counsel for the Holders whose shares are included in a Registration Statement (which counsel shall be selected as set forth in Section 8) shall be borne by the Targa CompaniesCompany whether or not any Registration Statement is filed or becomes effective. In addition, (ix) the Company shall pay its internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies 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 the NYSE or such other national securities exchange on which the Common Stock is listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be required to pay (i) fees and disbursements of any counsel retained by any Holder or by any underwriter (except as set forth in this Section 6 and in Section 8 or pursuant to the underwriting agreement entered into in connection with such offering), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities exchange, if applicable, and (xiiindustry professionals) the expenses relating to printingthe distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Company), word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and or (iii) any other documents necessary expenses of the Holders not specifically required to comply with be paid by the Company pursuant to the first paragraph of this AgreementSection 6.

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 and the 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, reasonable expenses of printing certificates for Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount at maturity of the Registrable Securities included in any Registration Statement or in respect of Exchange Securities to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuers and the Guarantors and, in the case of a Shelf Registration, reasonable fees and disbursements of a single special counsel for all of the sellers of Registrable 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)(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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers and the Guarantors desire such insurance, (viii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers and the Guarantors, (ix) internal expenses of the Targa Companies Issuers and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuers and the Guarantors 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 Securities to be registered on any securities exchange, in each case, if applicable, and (xii) the reasonable 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 Guarantor shall be borne by the Issuers Company and the Guarantor 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 FINRA 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 Securities or Exchange Securities Notes and determination of the eligibility of the Registrable Securities or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities 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 Securities or Exchange Securities 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Company and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities Notes eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesCompany, (ix) internal expenses of the Targa Companies Company (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 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 Issuers, 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 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 Securities Notes or Exchange Securities Notes and determination of the eligibility of the Registrable Securities Notes or Exchange Securities 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 SecuritiesOffer, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities a Shelf Registration or in the case of Exchange Securities 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 Securities Notes or Exchange Securities 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 Securities Notes included in any Registration Statement or in respect of Exchange Notes to be sold by any Participating Broker-DealerDealer during the Applicable Period, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Targa Companies Issuers and the reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities 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) hereof)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, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies Issuers desire such insurance, (viiivii) fees and expenses of all other Persons retained by any of the Targa CompaniesIssuers, (ixviii) internal expenses of the Targa Companies Issuers (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 FINRA 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. Notwithstanding the foregoing or anything to the contrary, each Holder shall pay all reasonable underwriting discounts and commissions of any underwriters with respect to any Registrable Notes sold by or on behalf of it.

Registration Expenses. (aIf FBS and the Trust file a registration statement pursuant to Section 2(a) All fees or Section 2(b), the following provisions shall apply: FBS agrees to bear and to pay or cause to be paid promptly upon request being made therefor all expenses incident to the performance of by FBS and the Trust or compliance with this Agreement by the Issuers shall be borne by the Issuers whether or not the Exchange Offer or a Shelf and Registration Statement is filed or becomes effectiveRights Agreement, including, without limitation, (ia) all Commission and any NASD registration and filing fees (including, without limitationand expenses, (Ab) all fees with respect to filings required to be made with the FINRA and expenses in connection with an underwritten the qualification of the Securities and the Guarantee for offering and (B) fees and expenses of compliance with sale under the state securities or Blue Sky and blue sky laws (includingreferred to in Section 3(d)(x) hereof, without limitation, including reasonable fees and disbursements of counsel in connection with Blue Sky qualifications such qualifications, (c) all expenses relating to the preparation, printing, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the Registrable Securities or Exchange foregoing, and the certificates representing the Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period))all documents relating hereto, (iid) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone messenger and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viiie) fees and expenses of all other Persons retained by the Targa CompaniesDebenture Trustee under the Indenture, the Issuer Trustees under the Trust Agreement and the Guarantee Trustee under the Guarantee Agreement and of any escrow agent or custodian, (ixf) internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of FBS's officers and employees of the Targa Companies performing legal or accounting duties), (xg) fees, disbursements and expenses of counsel and independent certified public accountants of FBS and the expense Trust (including the expenses of any annual auditopinions or "cold comfort" letters required by or incident to such performance and compliance), (xih) fees, disbursements and expenses of any "qualified independent underwriter" engaged pursuant to Section 3(d)(xvii) hereof, (i) fees, disbursements and expenses of one counsel for the holders of Registrable Securities retained in connection with a Shelf Registration, as selected by the holders of at least a majority in aggregate Liquidation Amount of the Registrable Securities being registered, and fees, expenses and disbursements of any other persons, including special experts, retained by FBS or the Trust in connection with such registration (collectively, the "Registration Expenses"). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, FBS shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a written request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency or brokerage fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities 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 Securities by such holders and any advertising or solicitation expenses other than expenses specifically referred to above incurred by or on behalf of such holders in connection with the listing of the securities to be registered on any securities 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 to comply with this Agreementoffers they may make.

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 whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without limitation, Corporation (including (i) all registration and filing fees (including, without limitation, including fees and expenses with respect to (A) fees with respect to filings required to be made with the FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including“blue sky” laws, without limitation, reasonable including any fees and disbursements of counsel for the underwriters in connection with Blue Sky “blue sky” qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period6(h)), (ii) printing expenses, including, without limitation, expenses (including expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Corporation, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii6(o)(iii) hereof (including, without limitation, including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)this Agreement) and any other Persons, (vi) rating agency fees, if anyincluding special experts retained by the Corporation, and any (vii) fees associated with and disbursements of one counsel for KKR Shareholders and the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by KKR Shareholders if making the Demand Registration (and otherwise, by the holders of a majority of the Registrable Securities being sold in connection therewith) shall be borne by the Corporation whether or Exchange Securities eligible for trading through The Depository Trust Companynot any Registration Statement is filed or becomes effective; provided that if such counsel is selected by the KKR Shareholders and in the good-faith opinion of the Xxxxxxx Shareholders participating in any such offer there is a conflict or potential conflict of interest between such counsel’s representation of the KKR Shareholders and such Xxxxxxx Shareholders, (vii) Securities Act liability insurance, if such Xxxxxxx Shareholders shall be entitled to select separate counsel reasonably acceptable to the Targa Companies desire such insurance, (viii) Corporation to represent them and the Corporation shall pay the fees and expenses disbursements of all other Persons retained by such counsel in addition to the Targa Companiesfees and disbursements of counsel to the KKR Shareholders. In addition, (ix) the Corporation shall pay its internal expenses of the Targa Companies (including, without limitation, including all salaries and expenses of its officers and employees of the Targa Companies 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 exchangeexchange on which similar securities issued by the Corporation are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Corporation. The Corporation shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses 7(i)(B) and 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Corporation), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be paid by the Corporation pursuant to the first paragraph of this Section 7 (including, without limitation, capital gains, income and transfer taxes, if applicableany, and (xii) the expenses relating to printing, word processing and distributing the sale of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this AgreementRegistrable Securities).

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 whether or not the Exchange Offer or a Shelf Registration Statement is filed or becomes effective, Company (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) fees with respect to filings required to be made with the SEC, NYSE, FINRA in connection with an underwritten offering or the National Association of Securities Dealers, Inc. and (B) fees and expenses of compliance with state securities or Blue Sky laws (laws, including, without limitation, reasonable any fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Securities, or (y) as provided in pursuant to Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period4(h)), (ii) printing expenses, expenses (including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is requested by the managing underwriter or underwriters, if any, the Demand Party or by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beStatement), (iii) reasonable messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Targa Companies and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Company, (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii4(o) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vithis Agreement) rating agency fees, if any, and any fees associated with making other persons, including special experts retained by the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, Company and (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses disbursements of all other Persons retained one counsel for the Holders of Registrable Securities whose shares are included in a Registration Statement (which counsel shall be selected as set forth in Section 8)) shall be borne by the Targa CompaniesCompany whether or not any Registration Statement is filed or becomes effective. In addition, (ix) the Company shall pay its internal expenses of the Targa Companies (including, without limitation, all salaries and expenses of its officers and employees of the Targa Companies 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 the NYSE or such other national securities exchange on which the Common Stock is listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be required to pay (i) fees and disbursements of any counsel retained by any Holder of Registrable Securities or by any underwriter (except as set forth in this Section 6 and in Section 8 or pursuant to the underwriting agreement entered into in connection with such offering), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities exchange, if applicable, and (xiiindustry professionals) the expenses relating to printingthe distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Company), word processing and distributing of all Registration Statements, underwriting agreements, securities sales agreements, indentures and or (iii) any other documents necessary expenses of the Holders of Registrable Securities not specifically required to comply with be paid by the Company pursuant to the first paragraph of this AgreementSection 6.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers Issuer and the Guarantor shall be borne by the Issuers Issuer and the Guarantor, 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 FINRA 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 Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange Transfer Restricted Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange 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 Securities or Exchange Transfer Restricted 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may beProspectuses, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Issuer and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof)Guarantor, (viv) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii4(l)(iii) hereof (including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (v) the 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, (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Targa Companies desire such insurance, (viii) fees and expenses of all other Persons retained by the Targa CompaniesIssuer and the Guarantor, (ixviii) internal expenses of the Targa Companies Issuer and the Guarantor (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies Issuer and the Guarantor performing legal or accounting duties), (xix) the expense of any annual audit, audit and (xix) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xii) . Nothing contained in this Section 5 shall create an obligation on the expenses relating part of the Issuer or the Guarantor to printing, word processing and distributing pay or reimburse any Holder for any underwriting commission or discount attributable to any such Holder's Transfer Restricted Securities included in an underwritten offering pursuant to a Registration Statement filed in accordance with the terms of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement, or to guarantee such Holder any profit or proceeds from the sale of such Convertible Preferred Securities.

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 Partnership and 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 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 Securities or Exchange Securities Notes and determination of the eligibility of the Registrable Securities or Exchange Securities Notes for investment under the laws of such jurisdictions (x) where the Holders holders of Registrable Securities are located, in the case of the Exchange SecuritiesNotes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities 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 Securities or Exchange Securities 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, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Targa Companies Partnership and the Guarantors and fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities Notes eligible for trading through The Depository Trust CompanyDTC, (viivi) Securities Act liability insurance, if the Targa Companies Partnership and the Guarantors desire such insurance, (viiivii) fees and expenses of all other Persons retained by the Targa CompaniesPartnership and the Guarantors, (ixviii) internal expenses of the Targa Companies Partnership and the Guarantors (including, without limitation, all salaries and expenses of officers and employees of the Targa Companies 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, 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 to comply with this Agreement.