The Company shall bear all Registration Expenses incurred in connection with any registration pursuant to this letter agreement. The Company shall not bear any Selling Shareholder Expenses, which such expenses shall be borne by the Elliott Parties. Elliott shall promptly reimburse the Company for any Selling Shareholder Expenses incurred by the Company upon notice (and in any event within five (5) Business days of such notice). Notwithstanding anything to the contrary in this letter agreement, the Company shall not be obligated to effect the registration of any Eligible Securities pursuant to this letter agreement unless Elliott shall have paid all SEC filing fees associated with such registration to the Company in advance of any such fees being due or payable.