Common use of Additional Obligations Clause in Contracts

Additional Obligations. (a) The Company shall: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby).

Additional Obligations. (a) The Company shall: Subject to the limitations set forth in the Financing Documents, each Loan Party and each Secured Party acknowledges and agrees that the Collateral may secure additional obligations of the Borrower and the other Loan Parties in respect of (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedownthe Refinancing of the Credit Agreement, at the Company’s expensewhich shall be subject to Section 5.3, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing additional Secured Commodity Hedge and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementsPower Sales Agreements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish Additional Obligations, in each case subject to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection compliance with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to this Section 5.6. Upon (x) qualify generally execution and delivery to do business the Collateral Agent of an Accession Agreement by the Persons to whom the obligations referred to in any jurisdiction where it would not otherwise be required to qualify but for this subsectionthe immediately precedent sentence are owed (or by the agent, trustee or representative representing such Person), (y) subject itself to taxation compliance with the procedures set forth in any such jurisdiction or clause (b) below, and (z) upon satisfaction of all requirements set forth in this Agreement and the Security Documents (including those requirements set forth in Section 8.18 of the Security Agreement) as to the confirmation, grant or perfection of the Collateral Agent’s Lien to secure such obligations, such Persons shall become “Secured Parties” hereunder, and the Loan Parties’ obligations to such Persons shall become “Secured Obligations” hereunder, and the agreements representing such obligations shall become “Financing Documents” hereunder. Each Loan Party and each Secured Party agrees that this Agreement and the applicable Security Documents may be amended by the Loan Parties and the Collateral Agent without the consent of any Secured Party to general service the extent necessary or desirable to (i) effectuate the intent of process this Section 5.6, (ii) cause the Liens granted thereby to be in any favor of such jurisdiction);Persons (to the extent Liens in favor of such Persons are permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of all of the other applicable Financing Documents) and (iii) cause such Persons to be treated in the same manner as the other Secured Parties under this Agreement and the other Security Documents. (vb) notify Spectrum at With respect to any time when additional obligations referred to in Section 5.6(a) above to be secured hereunder after the date hereof, the Borrower will be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the holder of Secured Obligations (and the agent, trustee or representative acting on behalf of such holder) incurred by US Holdings, the Borrower or a Prospectus relating Subsidiary Guarantor in accordance with and as permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents. The Borrower may effect such designation by delivering to the applicable Registration Statement is required Collateral Agent, with copies to be delivered under each Secured Debt Representative, each of the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof):following: (1) as promptly as practicable upon discovery thata certificate of a Responsible Officer of the Borrower stating that US Holdings, or upon the happening of any event as a result of which, such Registration Statement, Borrower or the Prospectus or Free Writing Prospectus relating relevant Subsidiary Guarantor intends, as applicable, (A) to enter into an additional Secured Commodity Hedge and Power Sales Agreement, and that such Registration Statementadditional obligations will be Secured Obligations and are permitted (if addressed therein, or any document incorporated or deemed or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents to be incorporated therein incurred by reference contains an untrue statement of the relevant Loan Party and secured by a material fact or omits any fact necessary First Lien equally and ratably with all previously existing and future Security Obligations, or (B) to make the statements in the Registration Statementincur Additional Obligations, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrumwhich obligations will be Secured Obligations, and file such supplement or amendment are permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents to be incurred by the relevant Loan Party and secured with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;First Lien equally and ratably with all previously existing and future Secured Obligations; and (2) as promptly as practicable after a written notice specifying the Company becomes aware name and address of the Secured Debt Representative for such additional obligations for purposes of this Agreement. (c) Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any request Loan Party to incur additional Indebtedness or grant additional Liens unless in each case otherwise permitted (if addressed therein, or, otherwise, not prohibited) by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware terms of the issuance or threatened issuance Credit Agreement and by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings terms of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)other applicable Finance Documents.

Additional Obligations. (a) The Company shall: Subject to the limitations set forth in the Financing Documents, each Loan Party and each Secured Party acknowledges and agrees that the Collateral may secure additional obligations of the Borrower and the other Loan Parties in respect of (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedownthe Refinancing of the Credit Agreement, at the Company’s expensewhich shall be subject to Section 5.3, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing additional Secured Commodity Hedge and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementsPower Sales Agreements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish Additional Obligations, in each case subject to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection compliance with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to this Section 5.6. Upon (x) qualify generally execution and delivery to do business the Collateral Agent of an Accession Agreement by the Persons to whom the obligations referred to in any jurisdiction where it would not otherwise be required to qualify but for this subsectionthe immediately precedent sentence are owed (or by the agent or trustee representing such Person), (y) subject itself to taxation compliance with the procedures set forth in any such jurisdiction or clause (b) below, and (z) upon satisfaction of all requirements set forth in this Agreement and the Security Documents as to the confirmation, grant or perfection of the Collateral Agent’s Lien to secure such obligations, such Persons shall become “Secured Parties” hereunder, and the Loan Parties’ obligations to such Persons shall become “Secured Obligations” hereunder, and the agreements representing such obligations shall become “Financing Documents” hereunder. Each Loan Party and each Secured Party agrees that this Agreement and the applicable Security Documents may be amended by the Loan Parties and the Collateral Agent without the consent of any Secured Party to general service the extent necessary or desirable to (i) effectuate the intent of process this Section 5.6, (ii) cause the Liens granted thereby to be in any favor of such jurisdiction);Persons (to the extent Liens in favor of such Persons are permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of all of the other applicable Financing Documents) and (iii) cause such Persons to be treated in the same manner as the other Secured Parties under this Agreement and the other Security Documents. (vb) notify Spectrum at With respect to any time when additional obligations referred to in Section 5.6(a) above to be secured hereunder after the date hereof, the Borrower will be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the holder of Secured Obligations incurred by the Borrower or a Prospectus relating Subsidiary Guarantor in accordance with and as permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents. The Borrower may effect such designation by delivering to the applicable Registration Statement is required Collateral Agent, with copies to be delivered under each Secured Debt Representative, each of the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof):following: (1) as promptly as practicable upon discovery that, or upon a certificate of a Responsible Officer of the happening of any event as a result of which, such Registration Statement, Borrower stating that the Borrower or the Prospectus or Free Writing Prospectus relating relevant Subsidiary Guarantor intends, as applicable, (A) to enter into an additional Secured Commodity Hedge and Power Sales Agreement, and that such Registration Statementadditional obligations will be Secured Obligations and are permitted (if addressed therein, or any document incorporated or deemed or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents to be incorporated therein incurred by reference contains an untrue statement of the relevant Loan Party and secured by a material fact or omits any fact necessary First Lien equally and ratably with all previously existing and future Security Obligations, or (B) to make the statements in the Registration Statementincur Additional Obligations, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrumwhich obligations will be Secured Obligations, and file such supplement or amendment are permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents to be incurred by the relevant Loan Party and secured with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;First Lien equally and ratably with all previously existing and future Secured Obligations; and (2) as promptly as practicable after a written notice specifying the Company becomes aware name and address of the Secured Debt Representative for such additional obligations for purposes of this Agreement. (c) Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any request Loan Party to incur additional Indebtedness or grant additional Liens unless in each case otherwise permitted (if addressed therein, or, otherwise, not prohibited) by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware terms of the issuance or threatened issuance Credit Agreement and by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings terms of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)other applicable Finance Documents.

Additional Obligations. A. Responsibility for ABT Site. ABT shall have all obligations and responsibilities (aas well as ownership) The Company shall: of the ABT Site and its publication (i) before filing subject to the rights of IntelliChoice licensed hereunder). ABT shall embed in the ABT Site text and graphical Links that will prominently feature IntelliChoice as a Registration Statement or provider of data and services for the ABT Site and ABT Clients; such Links shall at a Prospectus or minimum appear in the ABT "Information Provider" section of the ABT Site (which Link shall be at least as prominent as any amendments or supplements thereto other Link in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, section other than documents that are incorporated for "CarPoint") and in each place the IntelliChoice Car Data in available; each such Link shall be approved by reference IntelliChoice. In addition, in each place the IntelliChoice Data is available, IntelliChoice shall be prominently disclosed and that are publicly available through credited as the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness provider of such amendments data. To the extent that any Links or references contain the IntelliChoice corporate name or IntelliChoice Trademarks (as hereinafter defined), construction and supplements, and comply with design of such Links or reference shall be subject to the provisions of the Securities Act Section 6 hereof. Without limiting ABT's obligations hereunder, it must comply with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment laws and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus regulations relating to the applicable Registration Statement is required to be delivered under use of the Securities Act (any which notice Internet, including laws and regulations regarding prohibited usage, materials and transmission on the Internet. As between ABT and IntelliChoice, ABT shall be deemed Confidential Information reasonable for purposes the compliance with such laws and regulations of Section 2.2 hereof):its affiliates, employees, agents, consultants, customers and guests. B. Responsibility for IntelliChoice Site. IntelliChoice shall have all obligations and responsibilities (1as well as ownership) of the IntelliChoice Site and its publication. Any Link to the ABT Site shall be approved by ABT. To the extent that any Links or references contain the ABT corporate name or ABT Trademarks (as promptly as practicable upon discovery thathereinafter defined), construction and design of such Links or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to reference shall be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability provisions of Section 6 hereof. Without limiting IntelliChoice's obligations hereunder, it must comply with all applicable laws and regulations relating to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably requestInternet, including in order to permit laws and regulations regarding prohibited usage, materials and transmission on the intended method of distribution of such securitiesInternet. As between ABT and IntelliChoice, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company IntelliChoice shall be responsible for the purposes compliance with such laws and regulations of such registrationits affiliates, addressed to the underwritersemployees, covering such matters with respect to the registration in respect of which such opinion agents, consultants, customers and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)guests.

Additional Obligations. (a) The Company shall: So long as permitted by the applicable negative covenant restricting Liens contained in each Main Credit Document then in effect, Holdings may from time to time designate Indebtedness and other obligations at the time of incurrence to be Additional First Lien Obligations or Additional Second Lien Obligations by (i) before filing delivering to each then existing Representative and Collateral Agent (A) a Registration Statement certificate signed by a Responsible Officer of Holdings (1) identifying the Indebtedness and other obligations so designated and the aggregate principal amount or face amount thereof, (2) stating that such Indebtedness and other obligations are designated as “Additional First Lien Obligations” or “Additional Second Lien Obligations”, as applicable, for purposes hereof, (3) representing that such Indebtedness complies with the applicable negative covenant restricting Liens contained in each Main Credit Document then outstanding and (4) specifying the name and address of the Representative for such Indebtedness and other obligations and (B) a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference fully executed Joinder and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum in the case of any Additional First Lien Obligations, complying with the requirements in the First Lien Intercreditor Agreement necessary to add such Indebtedness and other obligations as “Additional Obligations” as defined in and under the First Lien Intercreditor Agreement. Each First Lien Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the First Lien Collateral Agents shall act hereunder for the benefit of all First Lien Secured Parties, including any First Lien Secured Parties that hold any Additional First Lien Obligations, and each First Lien Representative agrees to the appointment, and acceptance of the filing and effectiveness appointment, of the Registration Statement First Lien Collateral Agent as agent for the holders of such Additional First Lien Obligations as set forth in each Joinder and prepare agrees, on behalf of itself and file with each First Lien Secured Party it represents, to be bound by this Agreement. Each Second Lien Representative agrees that upon the SEC satisfaction of all conditions set forth in the preceding sentence, the Second Lien Collateral Agents shall act hereunder for the benefit of all Second Lien Secured Parties, including any Second Lien Secured Parties that hold any Additional Second Lien Obligations, and each Second Lien Representative agrees to the appointment, and acceptance of the appointment, of the Second Lien Collateral Agent as agent for the holders of such amendments Additional Second Lien Obligations as set forth in each Joinder and supplements agrees, on behalf of itself and each Second Lien Secured Party it represents, to such Registration Statement and the Prospectus used in connection therewith as may be necessary bound by this Agreement. (b) In order to keep such Registration Statement effective for a period ending secure any Additional First Lien Obligations or Additional Second Lien Obligations, on the date on which all Registrable Securities have been sold such Additional First Lien Obligation or Additional Second Lien Obligation is incurred, subject to no Event of Default having occurred and being continuing under any Credit Document and without limiting the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum First Lien Intercreditor Agreement, (i) each First Lien Collateral Agent at the written direction of the filing and effectiveness of such amendments and supplementsApplicable First Lien Representative, and comply with (ii) each Second Lien Collateral Agent, at the provisions direction of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without chargeApplicable Second Lien Representative, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectusis authorized to, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, andshall, at the request of Spectrum Holdings, enter into such additional security documents and/or any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, any First Lien Security Documents or Second Lien Security Documents, as applicable, and related instruments and any agreements relating to any security interest in Possessory or Controlled Collateral, and to make or consent to any filings or take any other actions (including executing and recording any mortgage subordination or similar agreement) as shall be reasonably determined by Holdings to be necessary or reasonably desirable to create valid and perfected Liens securing such Additional First Lien Obligations (subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement First Lien Intercreditor Agreement) or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment Additional Second Lien Obligations with the SEC so that, as thereafter delivered Lien Priority set forth herein; provided that no First Lien Collateral Agent shall be required to the purchasers of such Registrable Securities, such Prospectus release or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale release and retake security interests in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including Collateral in order to permit effectuate any of the intended method of distribution of such securitiesforegoing unless consented to in writing by the Applicable First Lien Representative, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable SecuritiesAdditional First Lien Obligations, cooperate with Spectrum and to the managing underwriters to facilitate extent the timely preparation and delivery of certificates (not bearing any legendsrequirements in the First Lien Intercreditor Agreement, including in the provisos in Section 5.02(d) representing Registrable Securities sold pursuant to a Shelf Registration Statement;thereof, are met. (xiic) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in In connection with any such underwriting agreements; (xiii) in the case designation of an underwritten offeringAdditional First Lien Obligation or Additional Second Lien Obligation pursuant to this Section 8.04, use its commercially reasonable efforts each First Lien Collateral Agent, each Second Lien Collateral Agent, the Applicable First Lien Representative and the Applicable Second Lien Representative agree to obtain reasonably cooperate to effectuate a “comfort” letter or letters, dated as designation of such date Additional First Lien Obligation or dates Additional Second Lien Obligation, as the Counsel applicable, pursuant to Spectrum or the managing underwriters reasonably requeststhis Section 8.04 (including, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered without limitation, if requested, by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request executing an acknowledgment of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered therebyJoinder).

Additional Obligations. (a) The Company shall: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback TakedownIn furtherance of the Receiving Party's obligations under Section 10.1 hereof, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of Receiving Party shall take all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filedreasonable steps, and provide Counsel shall implement all appropriate and reasonable safeguards, to Spectrum seek to prevent the unauthorized use or disclosure of any of the Disclosing Party's Confidential Information. Without limiting the generality of this Section 10.2, the Receiving Party shall disclose any of the Disclosing Party's Confidential Information only to those of its officers, employees, Affiliates, Sublicensees and consultants, and its potential Sublicensees, and consultants that have a need to know the Disclosing Party's Confidential Information, in order for the Receiving Party to exercise or confirm its rights or the scope of the licenses granted hereunder, and/or to perform its obligations under this Agreement. Furthermore, the Receiving Party shall be permitted to disclose the existence and a reasonably redacted version of this Agreement (excluding its exhibits) to its assignees and investors, and to potential assignees and investors who have a reasonable opportunity need to review the terms of this Agreement. The disclosures under this Section 10.2 are subject to such officers, employees, Affiliates, Sublicensees, consultants, assignees and comment on such documents; (ii) notify Spectrum investors, and potential Sublicensees, consultants, assignees and investors having executed appropriate agreements containing substantially similar terms regarding confidentiality and non-use as those set out in this Agreement or are otherwise bound by obligations of confidentiality effectively prohibiting the unauthorized use or disclosure of the filing and effectiveness Disclosing Party's Confidential Information. The Receiving Party shall furnish the Disclosing Party with written notice immediately of it becoming aware of any unauthorized use or disclosure of any of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration Disclosing Party's Confidential Information by any officer, employee, Affiliate, Sublicensee, consultant, assignee or have otherwise ceased to be Registrable Securities and notify Spectrum investor, or potential Sublicensee, consultant, assignee or investor of the filing and effectiveness of such amendments and supplementsReceiving Party, and comply with shall take all actions that the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may Disclosing Party reasonably request including requests in order to facilitate the disposition prevent any further unauthorized use or disclosure of the Registrable Securities owned by SpectrumDisclosing Party's Confidential Information. Furthermore, CureVac is entitled to disclose the terms and upon requestconditions of this Agreement to licensees and potential licensees, a copy subject to redaction to show only the provisions which are relevant for the scope of any the licenses granted hereunder [*****] and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating further subject to such offer; (iv) use its commercially reasonable efforts to: (A) register licensee or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains potential licensee having executed an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)confidentiality agreement.

Additional Obligations. (a) The Company shall: Tenant acknowledges and agrees that Tenant shall be required to meet timely the material requirements of (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with Community Mortgage relating to any Piggyback TakedownCommunity (including any reporting requirements under any Community Mortgage), at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum any lease (as amended or modified from time to time, a “Superior Lease”) pursuant to which Landlord leases all or any portion of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementsany Community (including any TRS Lease), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish any covenant, easement, condition, restriction or agreement affecting Landlord’s title (whether fee, leasehold or otherwise) to Spectrum without chargeany Community and recorded among the land records of the jurisdiction in which such Community is situated (collectively, “Title Encumbrances,” and collectively, with any Community Mortgage and any Superior Lease, the “Controlling Documents”) that are within the commercially reasonable ability of Tenant to perform, provided that in the case of such Controlling Documents, such number of obligations were contemplated by any Prior Lease and copies of such Controlling Documents have been provided to Tenant. For the applicable Registration Statementavoidance of doubt, each amendment and supplement theretoLandlord has the right to enter into a Superior Lease with an Affiliate for any Community as part of a RIDEA Transaction involving such Community. With respect to any notices, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters reports or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is information required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject Controlling Document pursuant to the Company’s ability to declare Suspension Periods pursuant to terms of this Section 4.2 hereof3.17, the Company Tenant shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities provide the same to be listed on Landlord in sufficient time for Landlord to reasonably review any such notices, reports or other information and deliver the NYSE same to the party entitled thereto prior to the date due under such Controlling Document. Notwithstanding anything to the contrary contained in this Agreement, Tenant shall have no obligation to execute and/or deliver any document, agreement or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) certificate in the event of the issuance or threatened issuance favor of any stop order suspending the effectiveness of a Registration Statement, lender or of any order suspending superior landlord or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Controlling Document.

Additional Obligations. (a) The Company shall: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto The Corporation agrees to take all action to (A) cause the individuals designated in connection accordance with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed Section 1(a) to be filedincluded in the Corporation’s notice of meeting and proxy materials; (B) nominate each such individual to be elected as a director as provided herein; and (C) solicit proxies or consents in favor thereof; in each case in accordance with the Bylaws, Certificate of Incorporation, Securities Laws, the DGCL and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents;applicable stock exchange rules. (ii) notify Spectrum For so long as ULSE is entitled to designate at least one (1) individual for nomination to the Board or any ULSE Director is serving on the Board, (i) the Corporation shall take all action to maintain in effect at all times customary directors and officers indemnity insurance and (ii) the Certificate of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement Incorporation and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective Bylaws shall at all times provide for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities indemnification, exculpation and notify Spectrum advancement of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act expenses with respect to all Directors (including, for the disposition avoidance of all securities covered by such Registration Statement during such period doubt, the ULSE Directors) to the fullest extent permitted under applicable law. (iii) If at any time the Board shall become classified in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies terms of the applicable Registration StatementCertificate of Incorporation, each amendment and supplement thereto, each Prospectus prepared the ULSE Directors shall be apportioned among the three classes of Directors as nearly equal in connection with such Registration Statement (including each preliminary Prospectus, final Prospectusnumber as possible, and any other Prospectus (including any Prospectus filed under Rule 424remaining ULSE Directors will be designated a Class III Director, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned each case unless otherwise requested by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer;ULSE. (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and The ULSE Companies agree to cause all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions outstanding shares of the Registrable Securities owned Voting Stock Beneficially Owned by Spectrum the ULSE Companies to be present for quorum purposes at any stockholder meeting at which Directors shall be elected (provided that the Company shall not be required to (x) qualify generally to do business in or any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) action by stockholder consent to general service elect Directors in lieu of process in any such jurisdictiona stockholder meeting);. (v) notify Spectrum For so long as ULSE is entitled to designate at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): least one (1) as promptly as practicable upon discovery thatindividual for nomination to the Board, or upon the happening of at any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, stockholder meeting at which Directors shall be elected (or any document incorporated or deemed action by stockholder consent to be incorporated therein by reference contains an untrue statement elect Directors in lieu of a material fact or omits any fact necessary to make the statements in the Registration Statementstockholder meeting), the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts XXXX agrees to cause all Registrable Securities outstanding shares of the Voting Stock owned by the ULSE Companies to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date voted in favor of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance election of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement individual designated for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory nomination to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required Board by ULSE in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection accordance with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Agreement.

Additional Obligations. Subject to the terms and conditions of this Agreement, the Obligors will be permitted from time to time to designate as an additional holder of Obligations hereunder, each Person that is, or that becomes or is to become, the holder of any Additional Obligations (or the Representative in respect of such Additional Obligations). Upon the issuance or incurrence of any such Additional Obligations: (a) The Company shall: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish Parent Borrower shall deliver to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum each of the filing Directing First Lien Collateral Agent and effectiveness the Directing Second Lien Collateral Agent a certificate of a Responsible Officer stating that the applicable Obligors intend to enter or have entered into an Additional Obligation Agreement and certifying that the issuance or incurrence of such Additional Obligations and the Liens securing such Additional Obligations are permitted by the First Lien Financing Documents, the Second Lien Financing Documents and each then existing Additional First Lien Obligations Agreement and Additional Second Lien Obligations Agreement, as applicable. Each of the Registration Statement and prepare and file with the SEC such amendments and supplements Representatives shall be entitled to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending rely conclusively on the date on which all Registrable Securities have been sold under determination by the Registration Statement applicable to Parent Borrower that such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with issuance and/or incurrence does not violate the provisions of the Securities Act with respect to First Lien Financing Documents, the disposition of all securities covered by Second Lien Financing Documents or any then existing Additional First Lien Obligations Agreement or Additional Second Lien Obligations Agreement, as applicable, if such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof determination is set forth in such Registration Statementofficer’s certificate delivered to each of the Directing First Lien Collateral Agent and the Directing Second Lien Collateral Agent; provided, however, that such determination will not affect whether or not the Obligors have complied with their undertakings in the First Lien Financing Documents, the Second Lien Financing Documents or any then existing Additional First Lien Obligations Agreement or Additional Second Lien Obligation Agreement, as applicable; (iiib) furnish the Representative for such Additional Obligations shall execute and deliver to Spectrum without charge, such number of copies each of the Directing First Lien Collateral Agent and the Directing Second Lien Collateral Agent a counterpart of the Joinder Agreement in the form of Exhibit B hereto acknowledging that such Additional Obligations and the holders of such Additional Obligations shall be bound by the terms hereof to the extent applicable Registration Statementto the First Lien Claimholders or the Second Lien Claimholders, as applicable, and (c) each amendment existing Representative shall promptly enter into such documents and supplement thereto, each Prospectus prepared in connection with such Registration Statement agreements (including each preliminary Prospectusamendments, final Prospectusrestatements, amendments and restatements, supplements or other modifications to this Agreement) as any existing Representative (but no other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum Claimholder) may reasonably request including in order to facilitate provide to it the disposition rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, it is understood and agreed that any such amendment, restatement, amendment and restatement, supplement or other modification to this Agreement requested pursuant to this clause (c) may be entered into by the existing Representatives without the consent of any other Claimholder to effect the provisions of this Section 8.21 and may contain additional intercreditor terms applicable solely to the holders of such Additional Obligations vis-à-vis the holders of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters relevant obligations hereunder or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws holders of such jurisdictions in Additional Obligations vis-à-vis the U.S. as Spectrum reasonably requests Directing First Lien Collateral Agent and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, First Lien Claimholders or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make Directing Second Lien Collateral Agent and the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so thatSecond Lien Claimholders, as thereafter delivered applicable. Notwithstanding the foregoing, nothing in this Agreement will be construed to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit allow any Obligor to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request incur additional Indebtedness unless otherwise permitted by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as terms of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion applicable First Lien Financing Document and letter are being delivered as the underwriters, may reasonably request Second Lien Financing Document and are customarily included in such opinions each then existing Additional First Lien Obligations Agreement and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Additional Second Lien Obligations Agreement.

Additional Obligations. (a) The Company shallparties acknowledge that the obligations of BLP to sell the Exclusivity Quantities with respect to the Initial Drug Product and any subsequent Drug Product are dependent on the ability of Pharmos to provide BLP with sufficient quantities of Drug Substance to be Processed into Drug Product to substantially meet the Sales Forecast for Drug Product under this Agreement. Pharmos acknowledges and agrees that until such time as BLP shall have made sufficient Adjusted Sales of Drug Product under this Agreement in order to recoup in full the advances made by BLP to Pharmos under Section 2.5 above, the failure of Pharmos to supply BLP with substantially all of its requirements of Drug Substance as required under this Agreement shall constitute a material breach of this Agreement, and that as a result of such breach BLP may suffer damage at least in the amount of any outstanding and unrecouped advances paid to Pharmos under Section 2.5 above. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, BLP agrees to forebear and not exercise any of its remedies hereunder as a result of Pharmos' breach of its supply obligations under this Agreement, and will allow Pharmos to cure such breach, subject to the following: (i) before filing a Registration Statement or a Prospectus or from and after any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filedbreach, and provide Counsel for so long as (X) Pharmos is unable for any reason to Spectrum a reasonable opportunity supply BLP with Drug Substance sufficient to review enable BLP to meet its Sales Forecast for Drug Product in any BLP Month within the New Territories, and comment on (Y) BLP has not recouped in full any advances made by BLP to Pharmos under Section 2.5 above, then BLP shall be entitled to credit *****% of any Product Price payable to Pharmos against advances previously paid to Pharmos by BLP pursuant to Section 2.5 until such documents;advances have been recouped in full by BLP; and (ii) notify Spectrum BLP shall be permitted to immediately take out of consignment for Processing into Drug Product quantities of Drug Substance sufficient to generate Drug Product that, when sold, will generate Adjusted Sales of Drug Product in the New Territories in an amount sufficient to allow BLP to recoup any remaining advances paid to Pharmos under Section 2.5. * Confidential information is omitted and filed separately with the SEC. If such inventory of Drug Substance is insufficient to permit BLP to Process the quantities of Drug Product as stated above, and Pharmos has not otherwise provided BLP, within ten (10) days following the date of the filing and effectiveness breach by Pharmos described above in this subsection (a) with quantities of Drug Substance sufficient to generate Drug Product that, when sold in the New Territories, will generate Adjusted Sales sufficient to allow BLP to recoup any remaining advances made to Pharmos under Section 2.5, Pharmos shall pay to BLP the difference between the sum of (X) any outstanding advances that have been recouped by BLP under Section 2.5, plus the amount of advances that would be recouped upon the sale of any Drug Product (including Drug Product work in process) remaining in the possession of BLP at the time of the Registration Statement breach described above in this subsection (a), and prepare (Y) the total amount of outstanding and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending unrecouped advances under Section 2.5 on the date on which all Registrable Securities have been sold under of Pharmos' default hereunder. If Pharmos fails to satisfy the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum foregoing payment obligation within ninety (90) days following the expiration of the filing and effectiveness ten (10) day period set forth above, BLP will be relieved of such amendments and supplementsits forbearance commitment, and comply with the provisions in such event may exercise any remedies available to it under this Agreement, and further provided that BLP may defer ---------------- any prospective obligations to make advances under Section 2.5 and make payments of the Securities Act with respect to the disposition Exclusivity Amounts until Pharmos resumes performance of its supply obligations hereunder, and BLP is reasonably satisfied that there will be no substantial future interruption. (b) Pharmos acknowledges that, following BLP's recoupment in full of all securities covered advances paid by such Registration Statement during such period in accordance BLP to Pharmos under Section 2.5, the failure of Pharmos to supply BLP with the intended methods substantially all of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number its requirements of copies Drug Substance as required under this Agreement shall constitute a material breach of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectusthis Agreement, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or breach BLP may suffer damage. Notwithstanding the Prospectus or Free Writing Prospectus relating to such Registration Statement, foregoing or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement other provision of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject this Agreement to the Company’s ability contrary, BLP agrees to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number forebear and not exercise any of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification its remedies hereunder with respect to such breach until such time as Pharmos is unable to provide BLP with sufficient Drug Substance to ensure that BLP has on hand at least enough Drug Substance to satisfy substantially all of BLP's rolling six (6) month requirements for Drug Substance (or if such amount of Drug Substance on hand at BLP goes below BLP's rolling six (6) month requirement and the suspension parties cannot mutually agree after good faith consultation that a resumption of supply is reasonably imminent), unless Pharmos has concluded a supply contract with a second manufacturer of Drug Substance contemplated under the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or U.S. Marketing Agreement within ninety (90) days following the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange day on which the Company’s Common Stock inventory of Drug Substance on hand at BLP falls below six (6) months and the parties cannot mutually agree after good faith consultation that a resumption of supply is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statementreasonably imminent, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included it being understood that in such Registration Statement event Pharmos shall be deemed to have cured the breach described above in this subsection (b). If Pharmos has failed to cure such breach as set forth above the Product Price for sale each Drug Product payable in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and each BLP Month in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement breach occurred or Prospectus used is continuing under this Agreement shall be reduced to *****% of BLP's Adjusted Sales of Drug Product in such BLP Month. Notwithstanding anything in this subsection (and any offering covered thereby)b) to the contrary, BLP agrees that it will not terminate this Agreement as a result of Pharmos' breach hereunder.

Additional Obligations. (a) The Company shallEach of the parties hereto agrees that the Administrative Agent shall have received: (i) before within 10 Business Days of the Fifth Amendment Effective Date, evidence that counterparts of the Mortgages have been duly recorded in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a Registration Statement or a Prospectus or any amendments or supplements thereto valid first and subsisting Lien on the property described therein in connection with any Piggyback Takedown, at favor of the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies Administrative Agent for the benefit of all such documents, other than documents that are incorporated by reference the Secured Parties and that are publicly available through the SEC’s XXXXX system, proposed to be filed, all filing and provide Counsel to Spectrum a reasonable opportunity to review recording taxes and comment on such documentsfees have been paid; (ii) notify Spectrum within 10 Business Days of the filing Fifth Amendment Effective Date, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and effectiveness of substance, with endorsements and in amount acceptable to the Registration Statement Administrative Agent, issued, coinsured and prepare reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending subsisting Liens on the date on which property described therein, free and clear of all Registrable Securities have been sold defects (including, but not limited to, mechanics’ and materialmen’s Liens and zoning endorsements) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Registration Statement applicable to Loan Documents and for mechanics’ and materialmen’s Liens) and such Shelf Registration coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementsdesirable, and comply with the provisions of the Securities Act with respect to any such property located in a state or jurisdiction in which a zoning endorsement is not available, a zoning compliance letter from the disposition of all securities covered by such Registration Statement during such period applicable municipality in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementa form reasonably acceptable to Administrative Agent; (iii) furnish to Spectrum without charge, such number of copies within 10 Business Days of the applicable Registration StatementFifth Amendment Effective Date, each amendment American Land Title Association/American Congress on Surveying and supplement theretoMapping form surveys, each Prospectus prepared for which all necessary fees (where applicable) have been paid, certified to the Administrative Agent and the issuer of the Mortgage Policies in connection with a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such Registration Statement (including each preliminary Prospectussurveys is located and acceptable to the Administrative Agent, final Prospectusshowing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and any other Prospectus (including any Prospectus filed under Rule 424defects, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits other than encroachments and other documents filed therewith and defects acceptable to the Administrative Agent, in sufficient detail for such other documents as Spectrum may reasonably request including in order to facilitate the disposition issuer of the Registrable Securities owned by Spectrum, and upon request, a copy of any and Mortgage Policies to remove all transmittal letters or other correspondence to or received from, standard survey exemptions from the SEC or any other governmental authority Mortgage Policies relating to such offerproperty; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions within 30 Business Days of the Registrable Securities owned Fifth Amendment Effective Date, estoppel and consent agreements, in form and substance satisfactory to the Administrative Agent, executed by Spectrum (provided that each of the Company shall not be required to lessors of the leased real properties listed on Schedule 3.05 hereto, along with (x) qualify generally a memorandum of lease in recordable form with respect to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsectionsuch leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, (y) subject itself evidence that the applicable lease with respect to taxation such leasehold interest or a memorandum thereof has been recorded in any all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such jurisdiction leasehold interest or (z) consent if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to general service of process give such constructive notice upon recordation and otherwise in any such jurisdiction)form satisfactory to the Administrative Agent; (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware within 30 Business Days of the issuance or threatened issuance Fifth Amendment Effective Date, estoppel certificates executed by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension all tenants of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purposeleased real properties listed on Schedule 3.05 hereto; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on within 10 Business Days of the NYSE or such other securities exchange on which Fifth Amendment Effective Date, evidence of the Company’s Common Stock is then listedinsurance required by the terms of the Mortgages; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date within 30 Business Days of the applicable Registration StatementFifth Amendment Effective Date, an appraisal of each of the properties described in the Mortgages complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, which appraisals shall be from a Person acceptable to the Lenders and otherwise in form and substance satisfactory to the Administrative Agent; provided that if the results of such appraisals show that the value of any Mortgaged Property is greater than the amount subject to Mortgage Policies under clause (ii) above, within ten Business Days after receipt of such appraisals, obtain an increase in coverage under such Mortgage Policies in the amount of the difference; (viii) provide counsel such other consents, agreements and confirmations of lessors and third parties as the Administrative Agent may deem necessary or desirable and evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to Spectrum a reasonable opportunity to review create valid first and comment upon any Registration Statement and any Prospectus Supplementssubsisting Liens on the property described in the Mortgages has been taken, in each case within 30 Business Days of such request; (ix) in the event within 10 Business Days of the issuance or threatened issuance Fifth Amendment Effective Date, opinions of any stop order suspending local counsel for the effectiveness Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of a Registration Statement, or of any order suspending or preventing the use of any Mortgages and related Prospectus or suspending fixture filings and such other matters as the qualification of any Registrable Securities included Administrative Agent may reasonably request in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly form and substance reasonably satisfactory to the Administrative Agent; and (A) prevent within 10 Business Days of the issuance Fifth Amendment Effective Date, subordination and non-disturbance agreements, in form and substance satisfactory to the Administrative Agent, executed by each of any such stop order, and in the event tenants of such issuance, to obtain the withdrawal leased properties listed on Schedule 3.05 hereto that is an Affiliate of such order Holdings and (B) obtainwithin 30 Business Days of the Fifth Amendment Effective Date, at the earliest practicable datesubordination and non-disturbance agreements, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably substance satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate Administrative Agent, executed by each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel tenants of the leased properties listed on Schedule 3.05 hereto that is not an Affiliate of Holdings. There shall be an immediate Event of Default to the Company to deliver customary legal opinions in connection with extent any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered items set forth in this Section 4 shall not be received by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) Administrative Agent within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)timeframes set forth above.

Additional Obligations. (a) The Company shallNeither the Borrower nor any Primary Guarantor shall not create, incur, assume or permit to exist any Indebtedness, except (i) all Indebtedness incurred under this Agreement and the Financing Agreements or any other agreement with the Lender; (ii) Indebtedness incurred with Cornell Capital as set forth in the Intercreditor Agreement, (iii) trade payables and current operating liabilities (other than for borrowed money), in each case incurred in the ordinary course of business and not more than thirty (30) days past due (of if past due the obligation with respect thereto is being actively contested in good faith and by appropriate proceedings), (iv) Indebtedness secured by liens referred to in Section 6.2, (v) loans and advances permitted pursuant to Section 6.1.1 and (vi) all other obligations which are subordinate in right of payment to the Obligations of the Borrower hereunder, provided that the terms of such obligations and their subordination are previously approved by the Lender in writing, and provided that no such obligations shall be paid or prepaid other than in accordance with such terms as have been previously approved in writing by the Lender. Neither the Borrower nor any Primary Guarantor shall substitute any collateral with respect to any obligations to any creditor without the prior written consent of the Lender, which may be withheld in its sole discretion. (b) Notwithstanding the foregoing, the Secondary Guarantors shall be permitted to incur Secondary Guarantor Indebtedness, provided: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all if such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed Secondary Guarantor Indebtedness is to be filedincurred before February 1, 2007: (A) the Secondary Guarantor incurring such Indebtedness shall give the Lender notice of the creation of such Indebtedness, (B) such Indebtedness shall be incurred with an independent financing source, (C) the loan-to-value ratio of such Indebtedness shall not exceed 80% and provide Counsel to Spectrum a reasonable opportunity to review (D) an additional installment of outstanding principal shall be due and comment on such documents;payable as set forth in Section 2.3.3 hereof; and (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC if such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased Secondary Guarantor Indebtedness is to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementsincurred after February 1, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to2007: (A) register or qualify, or obtain exemption from registration or qualification for, the Secondary Guarantor incurring such Registrable Securities under Indebtedness shall give the Lender notice of its intention to incur such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests Indebtedness and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep the Lender shall have ten (10) days after the receipt of such registrationnotice to consent to the creation of such Indebtedness; provided, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided however, that the Company Lender shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, withhold such consent unless (y) subject itself to taxation in any such jurisdiction payment default under Section 7.1.1 is currently existing or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; immediately preceding ninety (290) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; days there have occurred more than three (3) as promptly as practicable after the Company becomes aware events which caused or which could have caused an Event of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Default.

Additional Obligations. (a) The Company shall: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish Borrower may from time to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith time designate Permitted Additional Obligations as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum Obligations hereunder (provided that the Company terms thereof, if any, affecting the rights and obligations of the Trustees hereunder are reasonably acceptable to the Trustees) by (a) delivering to the Corporate Trustee an Additional Payment Obligations Designation in respect of such Permitted Additional Obligations describing such Permitted Additional Obligations and specifying whether such Permitted Additional Obligations shall constitute Facility Obligations or Hedging Agreement Obligations, and attaching thereto a true and complete copy of all agreements (together with all schedules, exhibits, annexes, appendices and other attachments thereto), including but not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating limited to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery thatSecured Instruments, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, Permitted Additional Obligations to which the Borrower or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement Affiliate thereof is a party, and (b) fulfilling the requirements of a material fact or omits any fact necessary to make subsection 4.8(b) in respect of such Additional Payment Obligations Designation. Upon completion of the statements in actions described clauses (a) and (b) of the Registration Statementpreceding sentence, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and but subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereoffollowing sentence, the Company Permitted Additional Obligations designated by such Additional Payment Obligations Designation shall promptly prepare a supplement constitute Obligations. Notwithstanding anything herein to the contrary, in no event shall any indebtedness or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number other obligations of copies the Borrower constitute Additional Obligations hereunder if the designation of such supplement indebtedness or amendment to Spectrumother obligations as Additional Obligations would be in contravention of any Secured Instrument in connection with the Credit Facility (including, without limitation, the Credit Agreement), and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance purported designation of any such stop order, and indebtedness or other obligations of the Borrower as in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal violation of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions Secured Instrument in connection with any such underwriting agreements; (xiii) in the case Credit Facility shall be null and void and of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter no force or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)effect.

Additional Obligations. (a) The Company shall: and the Investors shall have the following additional obligations: The Company shall keep the Registration Statement filed pursuant to Section 2 hereof effective pursuant to Rule 415 at all times after it has been declared effective until the earlier of (i) before filing a the date as of which the Investors may sell all of the Registrable Securities without restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor thereto) and (ii) the date on which (A) the Investors shall have sold all the Registrable Securities and (B) none of the Warrants are outstanding (the "Registration Period"), which Registration Statement or a Prospectus or (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in connection with any Piggyback Takedownlight of the circumstances in which they were made, at the Company’s expense, furnish not misleading. The Company shall submit to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to within one (1) business day after the Company learns that no review of a particular Registration Statement will be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum made by the staff of the filing and SEC or that the staff has no further comments on the Registration Statement, as the case may be, a request for acceleration of effectiveness of the such Registration Statement to a time and date not later than 24 hours after the submission of such request. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such a Registration Statement and the Prospectus prospectus used in connection therewith with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective for a period ending on the date on which at all Registrable Securities have been sold under times during the Registration Statement applicable to Period, and, during such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementsperiod, and comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities Registrable Securities of the Company covered by such Registration Statement during until such period time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement; . In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement. The Company shall permit Legal Counsel to review and comment upon a Registration Statement and all amendments and supplements thereto at least seven (7) days prior to their filing with the SEC, and not file any document in a form to which Legal Counsel reasonably objects. The Company shall furnish to each Major Investor and their respective attorney, without charge, (i) any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall furnish to Spectrum each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits Investor may reasonably request) and other documents filed therewith and (iii) such other documents documents, including copies of any preliminary or final prospectus, as Spectrum such Investor may reasonably request including from time to time in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; Investor. The Company shall (iv) use its commercially reasonable efforts to: (Ai) register or qualify, or obtain exemption from registration or qualification for, such and qualify the Registrable Securities covered by a Registration Statement under such other securities or “"blue sky” " laws of such jurisdictions in the U.S. United States as Spectrum Legal Counsel or any Investor reasonably requests requests, (ii) prepare and of file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other jurisdictions actions as the Company may be necessary to maintain such registrations and Spectrum may mutually agree, (B) keep such registration, qualification or exemption qualifications in effect for so long as such at all times during the Registration Statement remains in effect Period, and (Civ) do any and take all other acts and things which may be actions reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of qualify the Registrable Securities owned by Spectrum (provided for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsectionSection 3(e), (y) subject itself to general taxation in any such jurisdiction jurisdiction, or (z) file a general consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the . The Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, notify Legal Counsel and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering each Investor who holds Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification registration or exemption from qualification of any of the Registrable Security Securities for sale under the securities or "blue sky" laws of any jurisdiction in any jurisdiction, the United States or its receipt of actual notice of the initiation or threatening threat of any proceeding for such purpose; . As promptly as possible after becoming aware of such event (viand in any event within one (1) use its commercially reasonable efforts business day thereafter, by email, fax or other communication), the Company shall notify Legal Counsel and each Investor in writing of the happening of any event as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to cause all Registrable Securities state a material fact required to be listed on stated therein or necessary to make the NYSE statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to each Investor and one (1) copy to each Legal Counsel (or such other securities exchange number of copies as such Investor or Legal Counsel may reasonably request). The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each Legal Counsel and each Investor by facsimile on which the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s Common Stock is then listed; (vii) provide and cause 's reasonable determination that a post-effective amendment to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in would be appropriate. The Company shall prevent the event of the issuance or threatened issuance of any stop order suspending the or other suspension of effectiveness of a Registration Statement, or the suspension of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any of the Registrable Securities included in such Registration Statement for sale in any jurisdiction. If such an order or suspension is issued, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain Company shall procure the withdrawal of such order or suspension at the earliest possible moment and shall notify each Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. At the request of any Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company's independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (Bii) obtainan opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors. The Company shall make available for inspection during normal business hours by (i) any Investor or their designated representative (collectively, the "Inspectors"), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably deemed necessary by each Inspector, and cause the Company's officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall hold in strict confidence and shall not make any disclosure (except to an Investor, its employees or professional advisors) of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified in writing, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a subpoena or order from a court or governmental body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector has knowledge. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the earliest practicable dateInvestor's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. The Company shall cause all the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such covered by a Registration Statement for sale in any jurisdiction; (x) to be listed continuously throughout the Registration Period on each securities exchange or market, if requested any, on which equity securities issued by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, are then listed. The Company shall cooperate with Spectrum and the managing underwriters Investors who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates (not bearing any legendsrestrictive legend) representing the Registrable Securities sold to be offered pursuant to a Shelf Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request. The Company shall provide a transfer agent and registrar of all such Registrable Securities not later than the effective date of such Registration Statement; (xii) . The Company shall provide each Investor with contact information for the Company's transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the case effective date of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory such registration Reserved. The Company shall cause the Registrable Securities covered by the applicable Registration Statement to the Company and perform its obligations thereunder and take be registered with or approved by such other commercially reasonable actions governmental agencies or authorities as are required in order may be necessary to expedite or facilitate each consummate the disposition of such Registrable Securities included Securities. The Company shall make generally available to its security holders as soon as possible, but not later than 90 days after the close of the period covered thereby, an earnings statement (in such offering (including upon reasonable request, causing appropriate officers to attend form complying with the provisions of Rule 158 under the 1933 Act) covering a twelvx-xxxxx period beginning not later than the first day of the Company's fiscal quarter next following the effective date of the Registration Statement. The Company shall otherwise comply with all applicable rules and participate in “road shows” and other informational meetings organized by regulations of the underwriters, and causing counsel to the Company to deliver customary legal opinions SEC in connection with any such underwriting agreements; registration hereunder. Within two (xiii2) in business days after the case of an underwritten offeringRegistration Statement which includes the Registrable Securities is ordered effective by the SEC, use its commercially reasonable efforts the Company shall deliver, and shall cause legal counsel for the Company to obtain a “comfort” letter or lettersdeliver, dated as of such date or dates as to the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter transfer agent for such offering an opinion Registrable Securities (with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed copies to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter Investors whose Registrable Securities are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xvRegistration Statement) within confirmation that the deadlines specified Registration Statement has been declared effective by the Securities Act SEC in the form attached hereto as Exhibit A. The Company shall take all other reasonable actions necessary to expedite and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified facilitate disposition by the Investors of Registrable Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any pursuant to a Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Statement.

Additional Obligations. So long as permitted by the Indenture and each other Additional Notes Priority Agreement then in effect, the Issuer may from time to time designate Permitted Additional Notes Priority Debt and all obligations under the documents governing such Permitted Additional Notes Priority Debt (including all interest, fees and other amounts that accrue after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of Parent or any Subsidiary thereof at the rate provided for in the respective documentation, whether or not a claim for post-petition interest, fees and other amounts is allowed in any such proceeding), as additional Secured Obligations ("Additional Obligations") by delivering to the Agent, the Trustee and each Additional Notes Priority Agent (a) The Company shall: a certificate signed by an Officer of the Issuer (i) before filing a Registration Statement identifying the aggregate principal amount or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedownface amount thereof, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum representing that the incurrence of such Indebtedness under the Additional Notes Priority Agreement is permitted to be incurred and so secured by the Notes Collateral by the Notes Documents and the Additional Notes Priority Debt Documents such designation of such obligations as an Additional Obligation complies with the terms of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement Notes Documents and the Prospectus used Additional Notes Priority Debt Documents as in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on effect at the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementstime, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies specifying the name and address of the applicable Registration Statement, each amendment Additional Notes Priority Agent for such class of obligations and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities stating that the Grantors have complied with their obligations under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect this Agreement; and (Cb) do any and all (other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) than in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates Additional Notes) a fully executed Additional Notes Priority Joinder Agreement (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions attached as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered therebyAnnex 2).

Additional Obligations. (a) The Company shall: So long as permitted by the applicable negative covenant restricting Liens contained in each Main Credit Document then in effect, Holdings may from time to time designate Indebtedness and other obligations at the time of incurrence to be Additional First Lien Obligations or Additional Second Lien Obligations by (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish delivering to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference each then existing Representative and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: Collateral Agent (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws a certificate signed by a Responsible Officer of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): Holdings (1) as promptly as practicable upon discovery thatidentifying the Indebtedness and other obligations so designated and the aggregate principal amount or face amount thereof, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) stating that such Indebtedness and other obligations are designated as promptly “Additional First Lien Obligations” or “Additional Second Lien Obligations”, as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority applicable, for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; purposes hereof, (3) as promptly as practicable after representing that such Indebtedness complies with the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or applicable negative covenant restricting Liens contained in each Main Credit Document then outstanding and (4) as promptly as practicable after specifying the receipt by the Company of any notification with respect to the suspension name and address of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding Representative for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such Indebtedness and other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order obligations and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; a fully executed Xxxxxxx and (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xiii) in the case of certificated Registrable Securitiesany Additional First Lien Obligations, cooperate complying with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) requirements in the case First Lien Intercreditor Agreement necessary to add such Indebtedness and other obligations as “Additional Obligations” as defined in and under the First Lien Intercreditor Agreement. Each First Lien Representative agrees that upon the satisfaction of a an underwritten offeringall conditions set forth in the preceding sentence, enter into an underwriting agreement in customary form the First Lien Collateral Agents shall act hereunder for the benefit of all First Lien Secured Parties, including any First Lien Secured Parties that hold any Additional First Lien Obligations, and reasonably satisfactory each First Lien Representative agrees to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwritersappointment, and causing counsel acceptance of the appointment, of the First Lien Collateral Agent as agent for the holders of such Additional First Lien Obligations as set forth in each Xxxxxxx and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Agreement. Each Second Lien Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Second Lien Collateral Agents shall act hereunder for the benefit of all Second Lien Secured Parties, including any Second Lien Secured Parties that hold any Additional Second Lien Obligations, and each Second Lien Representative agrees to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in appointment, and acceptance of the case appointment, of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated the Second Lien Collateral Agent as agent for the holders of such date or dates Additional Second Lien Obligations as the Counsel set forth in each Xxxxxxx and agrees, on behalf of itself and each Second Lien Secured Party it represents, to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered be bound by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Agreement.

Additional Obligations. (a) The Company shallSeller agrees to hold in trust for the Trust and remit to Servicer any payments received by Seller in respect of the Trust Assets within one Business Day after receipt thereof by Seller. (b) Seller shall not, without the prior consent of the Controlling Party, (i) consent to any amendment of the Equipment and Lease Purchase Agreement, (ii) consent to any assignment of any rights of Servicer hereunder (except as specifically permitted hereunder), or (iii) amend its certificate of incorporation. (c) Seller covenants and agrees that it shall not have the authority to (or no shareholder shall have authority to cause Seller to): (i) engage in any business or activity other than in connection with, or relating to, or the carrying out of, the activities described in Article SECOND of Seller's certificate of incorporation; (ii) incur any other indebtedness or assume or guaranty any indebtedness of any other person or entity; (iii) merge or consolidate with or convey or transfer its properties and assets substantially as an entity to any Person, other than to an Affiliate of Seller, without obtaining the unanimous consent of its board of directors, which consent must include the consent of the Independent Director and prior consent of the Controlling Party, and any such merger or consolidation with, or conveyance or transfer to, an Affiliate of Seller shall be subject to the following conditions: (A) the surviving or resulting corporation shall be a corporation organized under the laws of the United States or any state thereof and its certificate of incorporation shall contain the same restrictions as are contained in Seller's certificate of incorporation; (B) the surviving or resulting corporation (if other than Seller) shall expressly assume by a supplement to applicable Principal Agreements all of the Corporation's liabilities and obligations thereunder; (C) the consummation of such merger or consolidation shall not result in the lowering of the rating of the Certificates by any Rating Agency which is then rating the Certificates; and (D) such Affiliate shall be a newly-formed corporation with no outstanding liabilities and shall be acceptable to the Controlling Party. (iv) institute proceedings to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or consent to a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Seller or a substantial part of its property, or make any assignment for the benefit of creditors or, except as required by law, admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of any such action, without, in each case, the prior unanimous consent of its board of directors, which consent must include the consent of the Independent Director; (v) amend, alter in any manner or delete any provision of Seller's certificate of incorporation without obtaining the unanimous consent of the Board of Directors, which consent must include the consent of the Independent Director and the prior consent of the Controlling Party; or (vi) dissolve or liquidate, in whole or in part, if any Certificates or obligations to the Insurer in connection therewith are outstanding; or (vii) enter into any amendment of any of the Principal Agreements without the prior consent of the Controlling Party. (d) Seller shall conduct its affairs in accordance with the following provisions: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, Seller shall furnish to Spectrum upon written request from SpectrumTrustee, the Controlling Party and each Rating Agency copies of all the form of each proposed amendment to its Certificate of Incorporation at least ten (10) business days prior to the proposed date of adoption of any such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documentsamendment; (ii) notify Spectrum Seller will observe all customary formalities of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementindependent corporation existence; (iii) furnish to Spectrum without charge, such number Seller shall maintain separate corporate records and books of copies account from those of the applicable Registration Statement, each amendment Rockford and supplement thereto, each Prospectus prepared in connection with such Registration Statement its other affiliates (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offerPerson or entity), and Seller shall not commingle its funds or other assets with those of any Person or entity; (iv) use Seller shall hold appropriate meetings of its commercially reasonable efforts to: (A) register or qualifyboard of directors and shareholders, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned take actions by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) unanimous written consent to general service of process in any such jurisdiction)the extent permitted by applicable law, to authorize Seller's corporate actions; (v) notify Spectrum Seller shall at any time when a Prospectus relating all times hold itself out to the applicable Registration Statement is required public (including, without limitation, to be delivered under Rockford and the Securities Act (any which notice shall be deemed Confidential Information for purposes creditors of Section 2.2 hereof): (1) as promptly as practicable upon discovery thatRockford), or upon the happening of any event in Seller's own name, as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum separate and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, distinct entity from Rockford and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purposeits other affiliates; (vi) use Seller shall at all times ensure that its commercially reasonable efforts capitalization is adequate in light of its business and purposes, and shall not declare or pay any dividend or other distribution with respect to its capital stock or make any payment on account of the purchase, redemption or other acquisition or retirement of its capital stock or any warrant, option or other right to acquire any such capital stock, either directly or indirectly, pay or deliver or commit to pay or deliver any monies or assets to Rockford or any other affiliate whether in cash or other property of Seller, if the effect thereof would be to leave Seller inadequately capitalized in light of the nature of its business and its then anticipated capital requirements to conduct its business as then being conducted or would cause all Registrable Securities Seller to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listednot have a positive net worth; (vii) provide Seller will not engage in any business transaction with any affiliate of Seller unless such transaction is approved by its board of directors (including approval by the Independent Director) as a transaction with terms and cause conditions available at the time to be maintained a transfer agent and registrar Seller at least as favorable to Seller as for all such Registrable Securities from and after the effective date of the applicable Registration Statementcomparable transactions on an arms' length basis with unaffiliated Persons; (viii) provide counsel to Spectrum a reasonable opportunity to review Seller will not guarantee, assume or become liable for the obligations of Rockford or any of its other affiliates (or any other Person or entity) or advance funds to, or accept funds from, Rockford or any of its affiliates (or any other Person or entity) for the payment of expenses, except as expressly provided in the Principal Agreements and comment upon any Registration Statement and any Prospectus Supplements;no shareholder shall guaranty, assume or become liable for the obligations of Seller, except as expressly provided in the Agreements; and (ix) Except as provided in the event and subject to Section 12.14 hereof, ------------- Seller will not act as an agent of the issuance Rockford or threatened issuance any of its other affiliates (or any stop order suspending the effectiveness of a Registration Statement, other Person or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale entity) in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction;capacity; and (x) if requested Seller will have no subsidiaries or any other affiliate that is controlled by Spectrum promptly include in a Prospectus supplement or amendment Seller (e) At all times, at least one of the directors of Seller shall be an Independent Director. (f) Trustee, Bond Insurer and any Certificateholder and their respective representatives shall at all times, upon reasonable prior notice, have full and free access during normal business hours to all books, correspondence and written and computer records of Seller as appropriate to verify Seller's compliance with the Principal Agreements, and Trustee and such information as Spectrum Certificateholder and their representatives may reasonably request, including in order to permit examine and audit the intended method of distribution of such securitiessame, and make all required filings photocopies thereof, and Seller agrees to render to Trustee, Bond Insurer and any such Certificateholder and their representatives, not at the expense of Bond Insurer, such Prospectus supplement or such amendment clerical and other assistance as soon as may be reasonably practicable after the Company has received such request;requested with regard thereto. (xig) in the case Seller shall maintain separate corporate records and books of certificated Registrable Securities, cooperate account from those of Rockford and its Affiliates or any other Person and Seller shall not commingle its funds or other assets with Spectrum and the managing underwriters to facilitate the timely preparation and delivery those of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement;other Person. (xiih) in the case Seller will hold appropriate meetings of a an underwritten offeringits Board of Directors and stockholders, enter into an underwriting agreement in customary form and reasonably satisfactory or take actions by unanimous written consent if permitted by applicable law, to authorize Seller's corporate actions. (i) Seller will at all times hold itself out to the Company public, including Rockford, under Seller's own name, as a separate and perform distinct entity from Rockford and its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements;Affiliates. (xiiij) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter Seller will not (i) declare or letters, dated as of such date pay any dividend or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion other distribution with respect to legal matters its capital stock, (ii) make any payment on account of the purchase, redemption or other acquisition or retirement of its capital stock or any warrant, option or other right to acquire any such capital stock, or (iii) either directly or indirectly, pay or deliver or commit to pay or deliver any monies or assets to Rockford or any other Affiliate whether in cash or other property of Seller, if the effect thereof would be to leave Seller inadequately capitalized to conduct its business as then being conducted or would cause Seller to not have positive net worth. (k) Seller will not engage in business transactions with any Affiliate unless it is approved by the Board of Directors (including approval by the Independent Director as a transaction with terms and a negative assurance letter conditions available at the time to Seller at least as favorable to Seller as for comparable transactions on an arm's length basis with respect to disclosure matters, dated as unaffiliated Persons and entities. (l) On or before April 30 of each closing date year, beginning in 1998, Seller shall deliver to Trustee, Bond Insurer and each Certificateholder an Officer's Certificate certifying that Seller has, during the preceding year, (i) observed all of the requirements of this Section 8.03, and (ii) observed all of the ------------ requisite corporate formalities and conducted its business and operations in such offering a manner as required for Seller to maintain its separate corporate existence from any other entity. (m) Seller shall operate its business and maintain its separate corporate existence in a manner so that Seller will not be substantively consolidated with Rockford and Seller's separate existence disregarded in event of counsel representing the Company for the purposes Rockford's bankruptcy. (n) Seller shall at all times cause its certificate of such registration, addressed incorporation to provide that Seller's activities and business are limited to the underwriters, covering such matters with respect to transactions contemplated by the registration in respect of which such opinion Principal Agreements and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters;activities incidental thereto. (xvo) within Seller shall at all times cause the deadlines specified by financial statements of Rockford to reflect the Securities Act and the rules promulgated thereunder, make all required filings separate corporate existence of all Prospectuses and Free Writing Prospectuses with the SEC; andSeller. (xvip) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make Seller shall cause all required filing fee payments of its business correspondence to reflect that business is being conducted in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Seller's own name.

Additional Obligations. (a) The Company shall: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as As promptly as practicable after the Company becomes aware execution of this Agreement, each of the Purchaser and the Seller shall, in cooperation with the other, file any request reports or notifications that may be required to be filed or supplied by them pursuant to applicable law in connection with the transactions contemplated hereby. (b) From and after the date hereof, each party shall execute and deliver such documents and take such actions as may reasonably be requested by the SEC other party in order to consummate or any federal effect the transactions contemplated hereby. (c) At the closing, the Purchaser and the Seller shall execute the MAS/JASPIN SERVICE AGREEMENT. (d) Purchaser shall have the "First Refusal Right" (as described herein) with respect to future Sale Offers (as defined herein) for a period beginning on the date hereof until the earlier of the three year anniversary date hereof and the day immediately prior to the date on which Seller engages in an initial public offering of its stock. Purchaser shall have thirty (30) calendar days commencing on the calendar day following receipt by Purchaser of the Notice of Offer (as defined herein) within which to inform Seller in writing that it exercises its First Refusal Right and will enter into the Sale Event (as defined herein). In the event Purchaser notifies Seller of its exercise of its First Refusal Right for a Sale Offer, Seller shall not consummate the Sale Offer, and Purchaser and Seller shall cooperate in good faith in negotiating and executing customary definitive documentation and in taking such other action as is reasonably necessary and customary to consummate the Sale Event on substantially the same terms and conditions as set forth in the Notice of Offer. For purposes hereof, (1) "Sale Offer" means an offer to purchase Jaspin common stock from or state governmental authority for amendments to sell Jaspin common stock by Seller by or supplements to a Registration Statement third party buyer or related Prospectus buyers in a private offering excluding the sale of common stock to employees of Seller or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; due the exercise of stock options to purchase Jaspin common stock; (2) "Notice of Offer" means a written notice to Purchaser indicating that a Sale Offer is contemplated, the amount of securities to be sold and the price at which such sale is intended to take place; and (3) "Sale Event" means a sale of securities to Purchaser on substantially the same terms and conditions as promptly as practicable after the Company becomes aware proposed Sale Offer described in the Notice of the issuance or threatened issuance by the SEC Offer within fifteen (15) days of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption Seller from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use Purchaser that Purchaser is exercising its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)First Refusal Right hereunder.

Additional Obligations. Subject to Section 4.5 and except as otherwise permitted under this Agreement, including pursuant to Surgalign’s rights to exploit the Licensed Intellectual Property under Article 2, Recipient shall not, nor permit or assist any Person to, (a) The Company shall: use or copy Discloser’s Confidential Information except as necessary to perform Recipient’s obligations or exploit Recipient’s rights under this Agreement, or (ib) before filing a Registration Statement disclose Discloser’s Confidential Information to any Person other than Recipient’s Personnel, attorneys, auditors or a Prospectus or any amendments or supplements thereto accountants who require the Confidential Information to act on Recipient’s behalf in connection with any Piggyback TakedownRecipient’s obligations under this Agreement (collectively, at “Authorized Persons”), except that the CompanySurgalign Parties may disclose Licensor’s expenseConfidential Information to Governmental Authorities with regulatory or oversight jurisdiction over the Surgalign Parties, furnish or in the course of fulfilling an Surgalign Party’s regulatory responsibilities (each such disclosure by an Surgalign Party, a “Regulatory Disclosure”). Recipient (A) shall ensure that its Authorized Persons with access to Spectrum upon Discloser’s Confidential Information (x) comply with this Article as if they were parties to this Agreement in place of Recipient and (y) are bound by written request from Spectrumconfidentiality obligations, copies or are otherwise under a duty of all such documentsconfidentiality, other than documents sufficient to protect Discloser’s Confidential Information in a manner that are incorporated by reference is consistent with this Article; and (B) is liable to Discloser for the failure of Recipient’s Authorized Persons to comply with this Article to the same extent that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities Recipient would have been sold had Recipient failed to comply; provided however that nothing in this sentence is intended to limit Surgalign’s rights to exploit the Licensed Intellectual Property under the Registration Statement applicable Article 2 or to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act impose additional restrictions on Surgalign with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies permitted sublicensees of the applicable Registration StatementLicensed Intellectual Property, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order which sublicensing arrangements shall not be subject to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, clause (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company this sentence. Surgalign shall not be required to (x) qualify generally to do business in include any jurisdiction where it would copyright or other confidentiality or proprietary notices appearing on the original version of the Licensed Intellectual Property. Licensor shall not transfer, export, distribute or otherwise be required to qualify but for this subsection, (y) subject itself to taxation in communicate any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Surgalign’s Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware outside of the issuance or threatened issuance by United States for any purpose without the SEC prior written consent of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Surgalign.

Additional Obligations. (a) The Company 8.01 NOCOPI shall provide, at the expense of LICENSEE, such technical training for personnel of LICENSEE as may be required in order to acquaint LICENSEE with the NOCOPI Technology. For these purposes, "expense" shall include travel costs only and not include salary or other compensation or the cost of benefits for NOCOPI personnel whether employed by NOCOPI or retained by NOCOPI on any other basis. 8.02 NOCOPI shall: , through counsel acceptable to LICENSEE (i) before filing prosecute diligently any patent applications relating to the PATENTS pending as of the date of this Agreement or thereafter, (ii) preserve and maintain all rights in any patent applications and the PATENTS, including without limitation the payment of all renewal, maintenance, or other fees related thereto, and (iii) bring suit in its own name, with the prior written consent of LICENSEE which will not be unreasonably withheld, to enforce the PATENTS and any other licenses issued by NOCOPI thereunder. NOCOPI represents and warrants to LICENSEE that the current payment schedule for all renewals, maintenance, or other fees related to the PATENTS is attached as Exhibit B hereto. NOCOPI shall promptly provide LICENSEE with a Registration Statement copy of any notices received by NOCOPI regarding any of the PATENTS or a Prospectus patent applications, including without limitation any renewal, maintenance, or any amendments or supplements thereto other fees relating thereto, and shall, upon request, furnish written proof that is reasonably satisfactory to LICENSEE regarding NOCOPI's compliance with the foregoing obligations. Any expenses incurred in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness foregoing obligations shall be borne solely by NOCOPI; provided, however, that if NOCOPI shall fail to perform any of the Registration Statement and prepare and file obligations or provide LICENSEE with any of the SEC notices set forth in this clause 8.02, LICENSEE is hereby authorized to take such amendments and supplements to such Registration Statement and actions in its own name or in the Prospectus used in connection therewith name of NOCOPI as may be necessary or appropriate in LICENSEE'S sole judgment to keep perform such Registration Statement effective obligation. NOCOPI shall promptly, upon demand, reimburse and indemnify LICENSEE for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities damages, costs and notify Spectrum of the filing and effectiveness of such amendments and supplementsexpenses, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered including attorney's fees, incurred by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods LICENSEE pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)clause 8.

Additional Obligations. (a) 3.1 The Company shallPledgor hereby undertakes and confirms as follows: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown3.1.1 it has furnished to the Pledgee certified corporate approvals of the Pledgor approving the execution, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies delivery and performance of all such documentsobligations under this Amendment. 3.1.2 it has furnished to the Pledgee a legal opinion from a reputable local counsel in Singapore in a form reasonably acceptable to the Pledgee. 3.1.3 it has furnished to the Pledgee a legal opinion from a reputable local counsel in Israel confirming that no consents, other than documents that licenses, approvals or authorizations from any governmental authority in Israel are incorporated required by reference Pledgor for executing and that are publicly available through performing its obligations under this Amendment. 3.1.4 it has provided the SEC’s XXXXX systemPledged Account Bank a notice and irrevocable instructions, proposed in the form attached hereto as Exhibit B, instructing the Pledged Account Bank to be filedtransfer 22,028,320 Company Shares and all Related Rights thereto to the Pledged Account, and provide Counsel to Spectrum has provided the Pledgee a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition countersigned acknowledgment thereof by the sellers thereof set forth in such Registration Statement;Pledged Account Bank. (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment 3.1.5 it has duly signed and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers Pledgee a Notice to the Pledges Registrar (form #5) for the purpose of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make amending the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware registration of the issuance or threatened issuance by pledge created under the SEC of any stop order suspending or threatening to suspend Pledge Agreement with the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdictionIsraeli Pledges Registrar, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect adding to the registration in respect the additional pledges hereby created under this Amendment, and has furnished to the Pledgee evidence of which such opinion and letter are being delivered as filing the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within aforementioned amendment to the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses registration for registration with the SECIsraeli Pledges Registrar; and (xvi) within 3.1.6 it has duly signed and delivered to the deadlines specified Pledgee all such documents required under Singapore law for the purpose of registering the additional pledges hereby created under this Amendment with the ACRA and will furnish to the Pledgee evidence of its filing with the ACRA on the first succeeding day following the date of this Amendment. 3.2 Attached hereto as Exhibit C is a notice of the Pledgee to the Pledged Account Bank regarding the redomicile and migration of the Pledgee, acknowledged by the Securities Act Pledged Account Bank. 3.3 Attached hereto as Exhibit D is a notice of the Pledgee to ESOP Management and Trust Services Ltd. (“ESOP”) regarding the rules promulgated thereunderredomicile and migration of the Pledgee, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)acknowledged by ESOP.

Additional Obligations. (a) The Company shallwill use its commercially efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible: (i) before filing use its commercially reasonable efforts to cause the Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the first date on which all Registrable Securities are either covered by the Registration Statement or a Prospectus may be sold without restriction, including volume or any amendments manner-of-sale restrictions, pursuant to Rule 144 or supplements thereto have been sold by the Purchasers (the “Effectiveness Period”) and advise the Purchasers in connection with any Piggyback Takedown, at writing when the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documentsEffectiveness Period has expired; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and post-effective amendments and supplements to such the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such the Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable Effectiveness Period and to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition distribution of all securities of the Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementthereby; (iii) provide copies to and permit counsel designated by the Purchasers to review all amendments and supplements to the Registration Statement no fewer than three (3) Business Days prior to its filing with the SEC and not file any document to which such counsel reasonably objects; (iv) furnish to Spectrum the Purchasers and its legal counsel, without charge, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the case may be) one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to the Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary a Prospectus, final Prospectusincluding a preliminary prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act all amendments and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith supplements thereto and such other documents as Spectrum the Purchasers may reasonably request including in order to facilitate the disposition of the Registrable Securities owned that are covered by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offerrelated Registration Statement; (ivv) immediately notify the Purchasers of any request by the SEC for the amending or supplementing of the Registration Statement or Prospectus or for additional information; (vi) use its commercially reasonable efforts to: to (Ai) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment and notify the Company of the issuance of any such order and the resolution thereof, or its receipt of notice of the initiation or threat of any proceeding for such purpose; (vii) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to register or qualify, qualify or obtain exemption from cooperate with the Purchasers and its counsel in connection with the registration or qualification for, of such Registrable Securities for offer and sale under such other the securities or “blue sky” sky laws of such jurisdictions in requested by the U.S. as Spectrum reasonably requests Purchasers and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other commercially reasonable acts and or things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition distribution in such jurisdictions of the Registrable Securities owned Purchasers covered by Spectrum (provided that the Registration Statement and the Company shall not be required promptly notify the Purchasers of any notification with respect to (x) qualify generally to do business in the suspension of the registration or qualification of any jurisdiction where it would not otherwise be required to qualify but of such Registrable Securities for this subsection, (y) subject itself to taxation in sale under the securities or blue sky laws of such jurisdictions or its receipt of notice of the initiation or threat of any proceeding for such jurisdiction or (z) consent to general service of process in any such jurisdiction)purpose; (vviii) immediately notify Spectrum the Purchasers, at any time when a Prospectus relating prior to the applicable Registration Statement is required to be delivered under end of the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, such the Registration Statement, Statement or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the Registration Statement, case of the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at in light of the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrumcircumstances in which they were made), and promptly prepare, file such supplement or amendment with the SEC so that, as thereafter delivered and furnish to the purchasers such holder a supplement to or an amendment of such Registrable Securities, such Prospectus Registration Statement or Free Writing Prospectus as may be necessary so amended that such Registration Statement or supplemented Prospectus shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of such Prospectus, in light of the circumstances in which they were made; (2ix) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) otherwise use its commercially reasonable efforts to cause comply with all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide applicable rules and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date regulations of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by SEC under the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SECExchange Act; and (xvix) within the deadlines specified take all other reasonable actions necessary to expedite and facilitate disposition by the Purchasers of all Registrable Securities Act and pursuant to the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Statement.

Additional Obligations. In furtherance of its obligations under Section 4A above, (aI) The Company shall: each holder of Restricted Securities will take all necessary or desirable actions reasonably requested by MDP in connection with the consummation of the Approved Sale and (II) each holder of Restricted Securities will make the same representations, warranties, indemnities and agreements as each other holder, including without limitation, voting to approve such transaction and executing all documents requested by MDP to be executed by such holder, including the applicable purchase agreement, stockholders agreement and/or indemnification and/or contribution agreement. Without limiting the generality of the foregoing, in any Approved Sale, (i) before filing each holder of Restricted Securities shall be obligated to make representations and warranties as to such holder’s title to and ownership of Restricted Securities, authorization, execution and delivery of relevant documents by such holder, enforceability of relevant agreements against such holder and other matters relating to such holder, to enter into covenants in respect of a Registration Statement or a Prospectus or any amendments or supplements thereto transfer of such holder’s Restricted Securities in connection with any Piggyback Takedownsuch Approved Sale (including, at without limitation, the Company’s expensedelivery of certificates, furnish stock powers and other instruments of transfer) and to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act enter into indemnification obligations with respect to the disposition of all securities covered by such Registration Statement during such period foregoing, in accordance with each case to the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies extent that each other holder of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the same type of Restricted Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (similarly obligated; provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice no holder shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating obligated to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification enter into indemnification obligations with respect to the suspension any of the qualification or exemption from qualification foregoing to the extent relating to any other holder of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Restricted Securities to be listed on the NYSE or such other securities exchange on which the Companyholder’s Common Stock is then listed; Restricted Securities (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statementother than, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offeringRollover Investor, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take a transferee of such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwritersholder’s Restricted Securities), and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiiiii) in the case no event shall any holder of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Restricted Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments be liable in respect of any Registration Statement or Prospectus used under this Agreement (and indemnity obligations pursuant to any offering covered thereby)Approved Sale in an aggregate amount in excess of the total consideration payable to such holder in such Approved Sale.

Additional Obligations. The Corporation may issue or incur Additional Obligations for any proper corporate purpose if prior to the issuance and delivery of any Additional Obligations, and as a condition precedent thereto, the following documents and showings shall be executed and delivered to the Trustee: (a) The Company shall:A loan agreement or other debt instrument, executed by the Corporation and the lender, specifying, among other things, the principal amount, rate of interest, maturity, terms of optional prepayment, if any, and form of any Additional Obligations. (ib) before filing An Officer’s Certificate (1) stating that no event of default under this Loan Agreement has occurred and is continuing and that no event has occurred and is continuing which with the lapse of time or giving of notice, or both, would constitute such an event of default, and (2) stating the purpose or purposes for which such Additional Obligations are being issued and the classification of the Indebtedness under Section 6.2 of this Loan Agreement and accompanied by the certificates, reports or opinions demonstrating compliance with the applicable tests set forth in Section 6.2 of this Loan Agreement. (c) At the option of the Corporation, a Registration Statement supplement to the Deed of Trust extending the lien thereof to any new property and/or any Additional Project being financed by such Additional Obligations, which supplement to the Deed of Trust shall provide that the Additional Obligations to be issued shall be secured by the Deed of Trust as so supplemented equally and ratably with the Note and any Additional Obligations then outstanding and shall contain such other provisions as the Trustee deems necessary. (d) Such other certificates, title insurance policies, endorsements or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedownreports, financing statements, financial statements and opinions as the Trustee may reasonably request. Such Additional Obligations shall, at the Company’s expenseoption of the Corporation, furnish have a lien on and security interest in the Encumbered Property under the Deed of Trust standing on a parity with the security interest granted to Spectrum upon written request from Spectrumthe Issuer by this Loan Agreement and lien and security interest granted by the Deed of Trust, copies provided that (1) any property for which any lien or security interest therein is granted by the Corporation to secure the Additional Obligation shall also be made a part of all such documents, other than documents that are incorporated by reference the Encumbered Property under the Deed of Trust securing this Loan Agreement and that are publicly available through the SEC’s XXXXX system, proposed to be filedNote, and provide Counsel (2) any lien or security interest under the Deed of Trust granted to Spectrum a reasonable opportunity secure such Additional Obligations provides that all amounts realized from such security interest or lien and security shall be paid to review and comment on such documents; (ii) notify Spectrum the Trustee for disposition in accordance with Section 706 of the filing and effectiveness Indenture. The owners of the Registration Statement and prepare and file Bonds shall not have a security interest in or other rights to or be entitled to share on a parity with the SEC such amendments and supplements to such Registration Statement and owners of the Prospectus used Additional Obligations in connection therewith as any Debt Service Reserve Fund established therefor. Such Additional Obligations may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply further secured in any manner not inconsistent with the provisions and intent of the Securities Act with respect Indenture or this Loan Agreement. In the event that the Corporation shall propose to secure any such Additional Obligation by a pledge, lien, mortgage or other security interest as described above, the Issuer, the Trustee and the Corporation shall take, or shall cause to be taken, such actions (including entering into a Supplemental Loan Agreement or Supplemental Indenture or an amendment or supplement to the disposition Deed of all securities covered by Trust) and execute, deliver, file and record such Registration Statement during such period in accordance with instruments of security as their respective counsel agree to be necessary or appropriate to grant to and/or otherwise secure for the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies owner or owners of the applicable Registration StatementAdditional Obligation a lien and security interest in the Encumbered Property under the Deed of Trust, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectusequivalent to that of the Trustee, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company Corporation shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result condition of whichsecuring such Additional Obligation execute, such Registration Statementdeliver, or the Prospectus or Free Writing Prospectus relating to such Registration Statementfile and record, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained executed, delivered, filed and recorded by such owner or owners, such documents as counsel for the Trustee and the Corporation agree to be necessary or appropriate to grant to and/or otherwise secure for the Trustee a transfer agent pledge of and registrar for a security interest in any security granted to the owner or owners of the Additional Obligation and not theretofore granted to the Trustee equivalent to the interest granted to such owner or owners of such Additional Obligation, to the end that all such Registrable Securities from outstanding secured Additional Obligations and after all outstanding Notes shall be of equal rank and be entitled to share pari passu in such security. Any default under any instrument or agreement providing for repayment of any Additional Obligation secured on a parity with the effective date Note as provided in this Section shall be a default under this Loan Agreement and there shall be included in any instrument or agreement providing for repayment of such Additional Obligation a provision that any default under this Loan Agreement shall be a default under such instrument or agreement. Any action which cures a default under any such instrument or agreement shall also cure such default under this Loan Agreement. Unless otherwise agreed to by the Trustee, the Trustee shall act as trustee under any instrument securing any such Additional Obligation. Any instrument or agreement providing for repayment of such Additional Obligation shall include a provision that, prior to exercising any remedies upon a default by the Corporation under such instrument or agreement, the Trustee (or the owners thereof, if the Trustee otherwise consents) shall consider the interests of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event owners of the issuance or threatened issuance of any stop order suspending Additional Obligations and the effectiveness of a Registration Statement, or of any order suspending or preventing Bonds and shall proceed such that the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event interests of such issuance, to obtain owner or owners of the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum Additional Obligations and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Owners shall be equally protected.

Additional Obligations. (a) The Company shallLICENSEE shall provide CUSTOMERS with instructions for completing examinations for the CME PROGRAMS and obtaining CME credit from LICENSOR, in accordance with LICENSOR's instructions. (b) Immediately upon receipt of each completed examination, LICENSEE shall grade the examination on LICENSOR's behalf and strictly in accordance with LICENSOR's examination instructions, and shall transmit examination results to the CUSTOMER. (c) Each graded examination shall be immediately transmitted in full to LICENSOR, together with the CUSTOMER'S program evaluation form. (d) LICENSOR shall provide appropriate documentation to demonstrate successful completion of the CME PROGRAMS to LICENSEE'S CUSTOMERS who have successfully completed the CME PROGRAMS to LICENSOR's satisfaction, paid the requisite fee, and are otherwise eligible to receive such documentation in LICENSOR's sole determination. LICENSOR reserves the right to make all determinations whatsoever relating to the accreditation of, and the granting of continuing medical education credit for, the CME PROGRAMS. (e) LICENSOR and LICENSEE shall otherwise provide such cooperation and assistance as is reasonably required to provide efficient and effective access to the CME PROGRAMS to LICENSOR's CUSTOMERS consistent with the provisions of this AGREEMENT. 6.2 LICENSEE shall provide LICENSOR with monthly activity reports of CME PROGRAM usage, no later than thirty (30) days after the end of each calendar month. These activity reports shall show, by CME PROGRAM, for each month and cumulatively for the calendar year: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents;CME PROGRAM name (ii) notify Spectrum the number of LICENSEE'S CUSTOMERS who used the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration StatementCME PROGRAM; (iii) furnish to Spectrum without chargefor each CUSTOMER who used the CME PROGRAM, such number of copies of the applicable Registration StatementCUSTOMER'S name and address, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectuswhether or not the CUSTOMER took an examination on the CME PROGRAM, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received fromif so, the SEC or any other governmental authority relating to such offer;examination grade and certification fee paid; and (iv) use its commercially reasonable efforts to: detailed information to substantiate any claim for a bad debt credit, as described in Appendix 3. Submission of an activity report will be deemed to be an official certificate of LICENSEE that the facts set forth in the activity report are complete and accurate. (Aa) register or qualifyLICENSEE shall maintain complete and accurate records of all transactions involving the CME PROGRAMS for a minimum of two months and shall provide such information, or obtain exemption from registration or qualification forin addition to that required in Section 6.2, such Registrable Securities under as LICENSOR may reasonably request to verify the accuracy of the monthly activity reports. In addition, LICENSEE agrees to provide such other securities or “blue sky” laws information as LICENSOR may reasonably request from time to time regarding the subject matter of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction);AGREEMENT. (vb) notify Spectrum LICENSOR shall have the right, at any time when a Prospectus its sole expense, upon reasonable notice and during normal business hours, to inspect LICENSEE's records relating to the applicable Registration Statement is required to be delivered under subject matter of this AGREEMENT. In the Securities Act event that LICENSEE has underpaid LICENSOR by more than five percent (5%) for any which notice month, then LICENSEE shall be deemed Confidential Information pay the costs incurred by LICENSOR for purposes of Section 2.2 hereof):such inspection. (1c) as promptly as practicable upon discovery thatEach party will hold the records and documents required or produced under this AGREEMENT, including the contents of activity reports but excluding LICENSOR PROPRIETARY INFORMATION (which is subject to Section 15.7 below), in confidence and will not disclose such records or documents to third parties without the other party's prior written consent, except to their respective accountants, attorneys, accrediting agencies, or upon others as required by law. 6.4 At LICENSEE's request, LICENSOR shall use reasonable efforts to notify (a) recent recipients of continuing medical education credits from LICENSOR and (b) recent recipients of the happening degree of any event as a result Doctor of whichMedicine from the Boston University School of Medicine, such Registration Statementof the availability of the CME PROGRAMS from LICENSEE, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, availability of current address information and reimbursement of the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies costs of such supplement or amendment to Spectrum, and file such supplement or amendment with notifications by LICENSEE. The parties shall reasonably agree in advance upon the SEC so that, as thereafter delivered to sums that LICENSEE shall reimburse LICENSOR for the purchasers costs of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)efforts.

Additional Obligations. The Company and the Investors shall have the following additional obligations: (a) The Company shall: shall keep the Registration Statement filed pursuant to Section 2 hereof effective pursuant to Rule 415 at all times after it has been declared effective until the earlier of (i) before filing a the date as of which the Investors may sell all of the Registrable Securities without volume restrictions pursuant to Rule 144(k) promulgated under the 1933 Act (or successor thereto) and (ii) the date on which (A) the Investors shall have sold all the Registrable Securities (the “Registration Period”), which Registration Statement or a Prospectus or (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in connection with any Piggyback Takedownlight of the circumstances in which they were made, at the Company’s expense, furnish not misleading. The Company shall submit to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed within two (2) business day after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on the Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to be filed, a time and provide Counsel to Spectrum a reasonable opportunity to review and comment on date not later than 24 hours after the submission of such documents;request. (iib) notify Spectrum of the filing and effectiveness of the Registration Statement and The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such a Registration Statement and the Prospectus prospectus used in connection therewith with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective for a period ending on the date on which at all Registrable Securities have been sold under times during the Registration Statement applicable to Period, and, during such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementsperiod, and comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities Registrable Securities of the Company covered by such Registration Statement during until such period time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement;. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10 K, Form 10 Q or Form 8 K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement. (c) The Company shall permit legal counsel to the Investors to review and comment upon a Registration Statement and all amendments and supplements thereto at least three (3) days prior to their filing with the SEC, and not file any document in a form to which legal counsel to the Investors reasonably objects. The Company shall furnish to each Buyer and its respective attorney, without charge, (i) any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits and (iii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto. (d) The Company shall furnish to Spectrum each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits Investor may reasonably request) and other documents filed therewith and (iii) such other documents documents, including copies of any preliminary or final prospectus, as Spectrum such Investor may reasonably request including from time to time in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer;Investor. (ive) use its commercially reasonable efforts to: The Company shall (Ai) register or qualify, or obtain exemption from registration or qualification for, such and qualify the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the U.S. United States as Spectrum legal counsel to any Investor reasonably requests requests, (ii) prepare and of file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other jurisdictions actions as the Company may be necessary to maintain such registrations and Spectrum may mutually agree, (B) keep such registration, qualification or exemption qualifications in effect for so long as such at all times during the Registration Statement remains in effect Period, and (Civ) do any and take all other acts and things which may be actions reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of qualify the Registrable Securities owned by Spectrum (provided for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsectionSection 3(e), (y) subject itself to general taxation in any such jurisdiction jurisdiction, or (z) file a general consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the . The Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered notify legal counsel to the purchasers investors of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification registration or exemption from qualification of any of the Registrable Security Securities for sale under the securities or “blue sky” laws of any jurisdiction in any jurisdiction, the United States or its receipt of actual notice of the initiation or threatening threat of any proceeding for such purpose;. (vif) use its commercially reasonable efforts Promptly after becoming aware of such event, the Company shall notify each Investor in writing of the occurrence of any event as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to cause all Registrable Securities state a material fact required to be listed on stated therein or necessary to make the NYSE statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to each Investor (or such other securities exchange number of copies as such Investor may reasonably request). The Company shall also promptly notify each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each Legal Counsel and each Investor by facsimile on which the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s Common Stock is then listed;determination that a post-effective amendment to a Registration Statement would be appropriate. (viig) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after The Company shall prevent the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the or other suspension of effectiveness of a Registration Statement, or the suspension of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any of the Registrable Securities included in such Registration Statement for sale in any jurisdiction. If such an order or suspension is issued, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain Company shall procure the withdrawal of such order and (B) obtain, or suspension at the earliest practicable date, possible moment and shall notify each Legal Counsel and each Investor who holds Registrable Securities being sold of the withdrawal issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any order suspending or preventing proceeding for such purpose. (h) The Company shall cause all the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such covered by a Registration Statement for sale in any jurisdiction;to be listed continuously throughout the Registration Period on each securities exchange or market, if any, on which equity securities issued by the Company are then listed. (xi) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may The Company shall reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters Investors who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates (not bearing any legendsrestrictive legend) representing the Registrable Securities sold to be offered pursuant to a Shelf Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request. (j) The Company shall appoint a transfer agent and registrar with respect to all such Registrable Securities not later than the effective date of such Registration Statement;. (xiik) The Company shall provide each Investor with contact information for the Company’s transfer agent and registrar for all Registrable Securities registered pursuant to a Registration Statement hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the case effective date of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory such Registration Statement. (l) The Company shall cause the Registrable Securities covered by the applicable Registration Statement to the Company and perform its obligations thereunder and take be registered with or approved by such other commercially reasonable actions governmental agencies or authorities as are required in order may be necessary to expedite or facilitate each consummate the disposition of such Registrable Securities included Securities. (m) The Company shall make generally available to its security holders as soon as possible, but not later than 90 days after the close of the period covered thereby, an earnings statement (in such offering form complying with the provisions of Rule 158 under the 0000 Xxx) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the Registration Statement. (including upon reasonable request, causing appropriate officers to attend n) The Company shall otherwise comply with all applicable rules and participate in “road shows” and other informational meetings organized by regulations of the underwriters, and causing counsel to the Company to deliver customary legal opinions SEC in connection with any such underwriting agreements;registration hereunder. (xiiio) Within two (2) business days after the Registration Statement which includes the Registrable Securities is ordered effective by the SEC, the Company shall deliver to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that the Registration Statement has been declared effective by the SEC in the case form attached hereto as Exhibit A. (p) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investors of an underwritten offeringRegistrable Securities pursuant to a Registration Statement. (q) The Company shall not file any other registration statement for any shares of its securities issued, use its commercially reasonable efforts offered or sold after the Closing Date (as defined in the Securities Purchase Agreement), other than securities issued in connection with employee stock option plans, until the Registration Statement has been declared effective and remains effective for a period of at least 30 consecutive trading days, except that the Company may include securities of the Company other than the Registrable Securities in such Registration Statement to obtain the extent the Company has granted piggy-back registration rights in connection therewith prior to the Closing Date. For avoidance of doubt, the Company is expressly permitted to include in the Registration Statement any shares of Common Stock issued or required to be issued to Whitebox Convertible Arbitrage Partners L.P., in connection with the transactions described in Schedule 3(e) of the Securities Purchase Agreement (the “Whitebox Transactions”), and (ii) subject to the next sentence hereof, the Investors shall have the right to include in any registration statement filed by the Company in connection with the Whitebox Transactions all the Registrable Securities specified in a “comfort” letter written request or lettersrequests of the Investors, dated as made within 15 days after receipt of such date or dates as written notice from the Counsel to Spectrum or the managing underwriters reasonably requests, from Company of the Company’s independent public accountants intent to file such registration statement, but only to the extent that the original issuance or resale distribution of such Registrable Securities is not already covered by an effective Registration Statement under Sections 2 and 3 above. Notwithstanding the forgoing, if the resale distribution of securities issued in customary form and covering connection with the Whitebox Transactions is being effected by means of an underwriting (an “Underwritten Whitebox Registration”), the Investors’ rights to include Registrable Securities in such matters Underwritten Whitebox Registration shall be subject to the Company’s determination in its sole discretion that it can include such Registrable Securities in the Underwritten Whitebox Registration under the terms of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) Company’s contractual obligations in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses connection with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Whitebox Transactions.

Additional Obligations. (a) The Company shall: Subject to the limitations set forth in the Financing Documents, each Loan Party and each Secured Party acknowledges and agrees that the Collateral may secure additional obligations of the Borrowers and the other Loan Parties in respect of (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto the Refinancing of the Credit Agreement in connection accordance with any Piggyback TakedownSection 5.3, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementsSecured Commodity Hedging Agreements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final ProspectusSecured Hedging Agreements, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualifyAdditional Obligations, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable each case subject to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to compliance with this Section 5.6. Upon (x) qualify generally execution and delivery to do business the Collateral Trustee of an Accession Agreement by the Persons to whom the obligations referred to in any jurisdiction where it would not otherwise be required to qualify but for this subsectionthe immediately precedent sentence are owed (or by the agent, trustee or representative representing such Person), (y) subject itself to taxation compliance with the procedures set forth in any such jurisdiction or clause (b) below, and (z) upon satisfaction of all requirements set forth in this Agreement and the Security Documents as to the confirmation, grant or perfection of the Collateral Trustee’s Lien to secure such obligations, such Persons shall become “Secured Parties” hereunder, and the Loan Parties’ obligations to such Persons shall become “Secured Obligations” hereunder, such Refinancing of the Credit Agreement, Secured Commodity Hedging Agreements, Secured Hedging Agreements, or Additional Obligations, as applicable, and all of the Loan Parties’ obligations in respect of thereof, shall become “Secured Obligations” hereunder, and the agreements evidencing, governing or representing such obligations shall become “Financing Documents” hereunder. Each Loan Party and each Secured Party agrees that this Agreement and the applicable Security Documents may be amended by the Loan Parties and the Collateral Trustee without the consent of any Secured Party, and each Secured Party hereby authorizes the Collateral Trustee to general service of process in execute any such jurisdiction);amendments, to the extent deemed by the Collateral Trustee necessary or desirable to (i) effectuate the intent of this Section 5.6, (ii) cause the Liens granted thereby to secure all such Secured Obligations (to the extent Liens in favor of such Persons are permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of all of the other applicable Financing Documents) and (iii) cause such Persons to constitute and have all rights and benefits of Secured Parties under this Agreement and the other Security Documents. (vb) notify Spectrum at With respect to any time when a Prospectus relating additional obligations referred to the applicable Registration Statement is required in Section 5.6(a) above to be delivered under secured hereunder after the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 date hereof, the Company shall promptly prepare a supplement will be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or amendment to such Prospectus who becomes, the holder of Secured Obligations (and the agent, trustee or Free Writing Prospectus, furnish a reasonable number of copies representative acting on behalf of such supplement holder) incurred by the Borrowers or amendment to Spectruma Subsidiary Grantor in accordance with and as permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and file by the terms of the other applicable Financing Documents. The Company may effect such supplement or amendment with the SEC so that, as thereafter delivered designation by delivering to the purchasers of such Registrable SecuritiesCollateral Trustee, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit with copies to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware each Secured Representative, each of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby).following:

Additional Obligations. (a) The Company shallAs to any shares of Xceed Stock included in a Registration Statement pursuant hereto, Xceed covenants and agrees that: (i) before filing a Xceed shall immediately advise the Stockholders in writing of the occurrence and time of occurrence of each of the following events: (A) the issuance by the Commission of an order declaring the Registration Statement effective; (B) any request by the Commission for an amendment of the Registration Statement as originally filed or as amended or as effective or for any amendment or supplement to the final prospectus or preliminary prospectus contained therein, or for any additional information with respect to the Registration Statement or a Prospectus such prospectus or any amendments or supplements thereto in connection with preliminary prospectus (C) any Piggyback Takedownevent, at of which Xceed had knowledge, during the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum period of the filing and effectiveness of the Registration Statement and prepare and file with the SEC which requires that such amendments and supplements to such Registration Statement and the Prospectus used final prospectus included in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary in order to make the statements therein not misleading; ; (2D) as promptly as practicable after the Company becomes aware of any request by the SEC refusal to qualify or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification of such shares of Xceed Stock for offering or exemption from qualification of any Registrable Security for sale in any jurisdiction, or of the initiation or threatening institution of any proceeding proceedings for such purpose; ; or (viE) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of a the Registration Statement, Statement or of any order suspending or preventing the use of such final prospectus or any related Prospectus such preliminary prospectus, or suspending the qualification initiation of any Registrable Securities included in proceedings for such purpose. (ii) Xceed shall promptly amend or supplement the Registration Statement for sale at any time during the period of its effectiveness in any jurisdictionorder to make the statements therein not misleading, use its commercially reasonable efforts promptly or as otherwise may be required by the Securities Act and the rules and regulations promulgated thereunder. (iii) Xceed shall make every effort to (A) prevent the issuance of any such stop orderorder and, and in the event of such issuanceif issued, to obtain the withdrawal of such order and (B) obtain, thereof at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction;moment. (xiv) if requested All expenses of the Registration Statement, and all amendments and supplements thereto, provided for in this Section 1.8 (including, without limitation, Xceed's legal fees, accounting fees, printing costs and Commission filing fees), other than underwriting discounts and commissions, brokerage fees and fees of legal counsel for the Stockholders, shall be borne by Spectrum promptly include in a Prospectus supplement or amendment Xceed. (v) Xceed shall furnish such information number of copies of the prospectus as Spectrum may the Stockholders reasonably request, including request in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each their disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)registered Xceed Stock.

Additional Obligations. (a) The Company shall: At any time within the Reinvestment Period (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto or, in connection with any Piggyback Takedownthe case of an issuance of additional Subordinated Notes only, at any time), subject to the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies approval of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum Holders of a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum Majority of the filing Subordinated Notes and effectiveness the Collateral Manager, the Applicable Issuers may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue and sell (x) Additional Obligations of any one or more existing Classes (including, in the case of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for Class A Debt, each sub-Class thereof) (on a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act pro rata basis with respect to the disposition each Class (but not any sub-Class) of all securities covered by such Registration Statement during such period in accordance with the intended methods Obligations, except that a larger proportion of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which Subordinated Notes may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsectionissued), (y) subject itself additional secured or unsecured notes of one or more new classes that are junior in right of payment to taxation in any such jurisdiction or the Secured Debt and/or (z) consent to general service of process in any such jurisdiction); additional Subordinated Notes only; provided that (vi) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under Applicable Issuers shall comply with the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery thatrequirements Sections 2.6, or upon the happening of any event as a result of which3.2, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, 7.9 and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereofif applicable, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; 8.1; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiiiii) in the case of an underwritten offeringissuance of Additional Obligations of an existing Class or Classes of Secured Debt, use its commercially reasonable efforts such issuance may not exceed 100% of the original outstanding amount of the applicable Class or Classes of Secured Debt; (iii) unless only additional Subordinated Notes are being issued, to obtain a “comfort” letter the extent applicable, the Global Rating Agency Condition shall have been satisfied with respect to the Class or letters, dated as Classes of Secured Debt not constituting part of such date or dates issuance; (iv) the proceeds of any Additional Obligations (net of fees and expenses incurred in connection with such issuance) shall be treated as the Counsel Principal Proceeds, used to Spectrum or the managing underwriters reasonably requestspurchase additional Collateral Obligations or, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of Additional Subordinated Notes Proceeds (from the issuance of additional Subordinated Notes above pro rata or from an issuance of Additional Obligations that are solely Subordinated Notes), for other Permitted Uses or applied as otherwise permitted under this Indenture; (v) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee that provides that (A) any additional Class A-R Notes (to the extent of Borrowings outstanding on the date of the additional issuance), Class A-T Notes, Class A-S Notes, Class B Notes or Class C Notes (if such additional Class C Notes are issued to a Spectrum Underwritten OfferingPerson who is not treated for U.S. federal income tax purposes as owning 100% of the Class C Notes and 100% of the Subordinated Notes) will be treated as indebtedness for U.S. federal income tax purposes, furnish, (B) such additional issuance will not have a material adverse effect on the tax consequences to the Holders of any Class of Obligations Outstanding at the request time of any managing underwriter such additional issuance, as described in the Offering Circular under the heading "Certain U.S. Federal Income Tax Considerations" and (C) such additional issuance will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for such offering an U.S. federal income tax purposes, provided, however, that the opinion described in clause (v)(B) will not be required with respect to legal matters any Additional Obligations that bear a different CUSIP number from the Obligations of the same Class that were issued on the Closing Date and are outstanding at the time of the additional issuance; (vi) the Additional Obligations will be issued in a negative assurance letter manner that allows the Issuer to accurately provide the tax information that this Indenture requires the Issuer to provide to Holders and beneficial owners of Obligations; (vii) unless only additional Subordinated Notes are being issued, immediately after giving effect to such issuance (A) all of the Overcollateralization Ratio Tests are satisfied and the Overcollateralization Ratio with respect to disclosure matterseach Class of Obligations shall not be reduced after giving effect to such issuance, dated as of and (B) each closing date of such offering of counsel representing the Company for the purposes of such registrationother Coverage Test is satisfied or, addressed to the underwriters, covering such matters with respect to any other Coverage Test that was not satisfied immediately prior to giving effect to such issuance and will continue not to be satisfied immediately after giving effect to such issuance, the registration in respect degree of which compliance with such opinion Coverage Test is maintained or improved immediately after giving effect to such issuance and letter are being the application of the proceeds thereof; (viii) an Officer's certificate of the Issuer shall be delivered to the Trustee stating that the conditions of this Section 2.4(a) and Section 2.4(b) have been satisfied; (ix) to the extent necessary to satisfy the Retention Requirement, the Retention Provider shall acquire the requisite amount of Additional Obligations so that it shall satisfy the Retention Requirement following the issuance of such Additional Obligations; and (x) the Additional Obligations shall have the same final maturity as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within Stated Maturity of the deadlines specified by Obligations issued on the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Closing Date.

Additional Obligations. (a) The 2.1 In connection with the obligations of the Company with respect to any registration pursuant to this Agreement, the Company shall: (ia) before filing prepare and file with the Commission, as specified in this Agreement, each Registration Statement, which Registration Statements shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith, and use its commercially reasonable efforts to cause a Registration Statement to become and remain effective through the Effectiveness Period; provided, that before filing such Registration Statement or any amendments thereto, the Company will furnish to the Holder, the lead managing underwriter(s) if any, and their respective counsel, copies of all such documents proposed to be filed, which documents will be subject to the review and reasonable comment of such counsel and, with respect to each Holder, approval (not to be unreasonably withheld or delayed) of any information regarding such Holder and the distribution of Registrable Shares, and other documents reasonably requested by such counsel, including any comment letter from the Commission, and, if requested by such counsel, provide such counsel a Prospectus or reasonable opportunity to participate in the preparation of such Registration Statement and any prospectus included therein and any amendments or supplements thereto in connection with any Piggyback Takedownand such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, at including reasonable access to the Company’s expensebooks and records, furnish to Spectrum upon written request from Spectrumofficers, copies of all such documents, accountants and other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documentsadvisors; (iib) notify Spectrum of the filing and effectiveness of the Registration Statement and subject to Section 3 hereof, (i) prepare and file with the SEC Commission such amendments and supplements post-effective amendments to each such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such a Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold Effectiveness Period, (ii) cause each prospectus contained therein to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementsAct, and (iii) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such each Registration Statement during such the applicable period in accordance with the intended method or methods of disposition distribution by the sellers thereof set forth in such selling Holders thereof, and (iv) register the resale of all Registrable Shares of the Holders then beneficially owned by the Holders (including, for the avoidance of doubt, any Registrable Shares acquired after the initial filing of any Registration Statement; (iii) furnish and provide for an offering of those securities to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under be made on a continuous basis pursuant to Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated 415 under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (xc) if requested by Spectrum a Holder or the lead managing underwriter(s), if any, for an offering of Registrable Shares, promptly include in a Prospectus prospectus supplement or post-effective amendment such information as Spectrum the lead managing underwriter(s), if any, and the Holder may reasonably request, including request in order to permit the intended method of distribution of such securities, securities and make all required filings of such Prospectus prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received such request; (xid) furnish to the Holders, without charge, such number of copies of each prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; the Company hereby consents to the use of such prospectus, including each preliminary prospectus, by the Holders, if any, in connection with the offering and sale of the Registrable Shares covered by any such prospectus; (e) use its commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Shares by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such domestic jurisdictions as any Holder covered by a Registration Statement shall reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Registration Statement is required to be kept effective pursuant to Section 1 and do any and all other acts and things that may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Shares owned by such Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Section 2.1(e), (ii) subject itself to taxation in any such jurisdiction where it is not then so subject, or (iii) submit to the general service of process in any such jurisdiction; (f) notify each Holder with Registrable Shares covered by a Registration Statement promptly and, if requested by any such Holder, confirm such advice in writing (i) when such Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, (iii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or related prospectus or for additional information, and (iv) of the happening of any event during the period such Registration Statement is effective as a result of which such Registration Statement or the related prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (which information shall be accompanied by an instruction to suspend the use of the Registration Statement and the prospectus pursuant to Section 1.3); (g) during the period of time referred to in Section 1.2 above, use its commercially reasonable efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of a Registration Statement or suspending the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly as practicable; (h) upon request, furnish to each requesting Holder with Registrable Shares covered by a Registration Statement, without charge, at least one conformed copy of such Registration Statement and any post-effective amendment or supplement thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (i) except as provided in Section 1.3, upon the occurrence of any event contemplated by Section 2.1(f)(iv), use its commercially reasonable efforts to promptly prepare a supplement or post-effective amendment to a Registration Statement or the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, upon request, promptly furnish to each requesting Holder a reasonable number of copies of each such supplement or post-effective amendment; (j) enter into customary agreements and take all other action in connection therewith in order to expedite or facilitate the distribution of the Registrable Shares included in such Registration Statement; (k) use its commercially reasonable efforts (including, without limitation, seeking to cure in the Company’s listing or inclusion application any deficiencies cited by the exchange or market) to list or include all Registrable Shares on any securities exchange on which such Registrable Shares are then listed or included; (l) prepare and file in a timely manner all documents and reports required by the Exchange Act and, to the extent the Company’s obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires prior to the expiration of the effectiveness period of the Registration Statement as required by Section 1 hereof, the Company shall register the Registrable Shares under the Exchange Act and shall maintain such registration through the effectiveness period required by Section 1 hereof; (m) cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement from and after a date not later than the effective date of such Registration Statement; (n) in connection with any sale or transfer of the case of certificated Registrable SecuritiesShares (whether or not pursuant to a Registration Statement) that will result in the securities being delivered no longer constituting Registrable Shares, cooperate with Spectrum and the managing underwriters Holders to facilitate the timely preparation and delivery of certificates (representing the Registrable Shares to be sold, which certificates shall not bearing bear any transfer restrictive legends) representing , and to enable such Registrable Securities sold pursuant Shares to a Shelf Registration Statementbe in such denominations and registered in such names as the Holders may request; (xiio) in the case of a an underwritten offering, enter into execute and deliver all instruments and documents (including an underwriting agreement or placement agent agreement, as applicable, in customary form and reasonably satisfactory to the Company with customary indemnification and perform its obligations thereunder and take such other commercially reasonable actions as are required contribution provisions), participate in order to expedite or facilitate each disposition of Registrable Securities included in such offering customary due diligence sessions (including upon reasonable requestpromptly making available for inspection by the Holders, causing appropriate officers any managing underwriter participating in any disposition pursuant to attend such registration statement, and participate in “road shows” any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other informational meetings organized by the underwritersrecords, pertinent corporate documents, and causing counsel properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to the Company to deliver customary legal opinions supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with any such registration statement) and take such other actions and obtain such certificates, letters and opinions as sellers of the Registrable Shares being sold (or if applicable, the underwriters) reasonably request in order to effect a public offering of such Registrable Shares and in such connection, whether or not an underwriting agreements; (xiii) in agreement or placement agent agreement is entered into and whether or not the case of offering is an underwritten offering, (A) make such representations and warranties to the Holders of such Registrable Shares and the underwriters or placement agents, if any, with respect to the business of the Company and its subsidiaries, and the Registration Statement and documents, if any, incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings or placement agents, if applicable, and, if true, confirm the same if and when requested, (B) use its commercially reasonable efforts to obtain a “comfort” letter furnish to the selling Holders and underwriters or lettersplacement agents, dated as if any, of such date or dates as Registrable Shares opinions and negative assurance letters of counsel to the Counsel Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to Spectrum or the managing underwriters or placement agents, if any, and counsels to the selling Holders of Registrable Shares), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requestsrequested by such counsel and any such underwriters or placement agents and (c) obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the selling Holders, a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” cold comfort letters as Counsel to Spectrum or any the managing underwriter or underwriters may reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure mattersrequest, dated as of each closing the date of such offering execution of counsel representing the Company for the purposes of such registration, addressed underwriting agreement and brought down to the underwriters, covering such matters with respect to closing under the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SECunderwriting agreement; and (xvip) within cause senior representatives of the deadlines specified Company to participate in any “road show” or “road shows” reasonably requested by any underwriter of an underwritten or “best efforts” offering of any Registrable Shares. 2.2 The Company shall pay all Registration Expenses in connection with the registration and each offering of the Registrable Shares pursuant to this Agreement. Each Holder shall bear its own Selling Expenses. 2.3 The Company may require the Holders to furnish (and the Holders agree to furnish) in writing to the Company such information as shall be required to effect the registration of the Registrable Shares (including such information regarding such Holder, the Registrable Shares held by such Holder, and the intended method of disposition thereof as shall be reasonably requested by the Securities Act Company and required to be included in the rules promulgated thereunderRegistration Statement), make all required filing fee payments and no Holder shall be entitled to be named as a selling stockholder in respect of any Registration Statement or Prospectus used under use the prospectus forming a part thereof if such Holder does not provide such information to the Company. Each Holder further agrees to (i) furnish promptly to the Company in writing all information required from time to time to make the information previously furnished by such Holder not misleading and (ii) execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.1(f)(ii) or 2.1(f)(iii)) hereof, such Holder will immediately discontinue disposition of Registrable Shares pursuant to a Registration Statement until (i) any such stop order is vacated or (ii) if an event described in Section 2.1(f)(iii) occurs, such Holder’s receipt of the copies of the supplemented or amended prospectus. 2.4 Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall the Company or any of its subsidiaries, on or after the date hereof, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. 2.5 The Holder that together with its Affiliates, is offering to sell the greatest number of Registrable Shares in such offering shall have the right to select the investment banking firm(s) to act as the managing underwriter(s) in connection with any underwritten offering effected pursuant to a registration statement filed pursuant to Section 1.2 and one firm of counsel (along with any reasonably necessary local counsel) to represent all participating Holders in such offering, and any offering covered therebywill determine the plan of distribution in cooperation with the managing underwriter(s) (including the underwriting commissions, discounts and fees).

Additional Obligations. (a) The Company shall: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto The Corporation agrees to take all Necessary Action to (A) cause the individuals designated in connection accordance with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed Section 1(a) to be filedincluded in the slate of nominees to be elected at each annual or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Certificate of Incorporation and provide Counsel the DGCL; (B) nominate and recommend each such individual to Spectrum be elected as a reasonable opportunity director as provided herein; (C) solicit proxies or consents in favor thereof; and (D) cause the individuals designated in accordance with Section 1(b) to review fill the applicable vacancies on the Board; in each case in accordance with the Bylaws, Certificate of Incorporation, Securities Laws, the DGCL and comment on such documents;applicable stock exchange rules. (ii) notify Spectrum For so long as ULSE is entitled to designate at least one (1) individual for nomination to the Board or any ULSE Director is serving on the Board, (i) the Corporation shall take all Necessary Action to maintain in effect at all times customary directors and officers indemnity insurance and (ii) the Certificate of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement Incorporation and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective Bylaws shall at all times provide for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities indemnification, exculpation and notify Spectrum advancement of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act expenses with respect to all Directors (including, for the disposition avoidance of all securities covered by such Registration Statement during such period doubt, the ULSE Directors) to the fullest extent permitted under applicable law. (iii) If at any time the Board shall become classified in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies terms of the applicable Registration StatementCertificate of Incorporation, each amendment and supplement thereto, each Prospectus prepared the ULSE Directors shall be apportioned among the three classes of Directors as nearly equal in connection with such Registration Statement (including each preliminary Prospectus, final Prospectusnumber as possible, and any other Prospectus (including any Prospectus filed under Rule 424remaining ULSE Directors will be designated a Class III Director, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned each case unless otherwise requested by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer;ULSE. (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and The ULSE Companies agree to cause all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions outstanding shares of the Registrable Securities owned Voting Stock Beneficially Owned by Spectrum the ULSE Companies to be present for quorum purposes at any stockholder meeting at which Directors shall be elected (provided that the Company shall not be required to (x) qualify generally to do business in or any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) action by stockholder consent to general service elect Directors in lieu of process in any such jurisdictiona stockholder meeting);. (v) notify Spectrum For so long as ULSE is entitled to designate at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): least one (1) as promptly as practicable upon discovery thatindividual for nomination to the Board, or upon the happening of at any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, stockholder meeting at which Directors shall be elected (or any document incorporated or deemed action by stockholder consent to be incorporated therein by reference contains an untrue statement elect Directors in lieu of a material fact or omits any fact necessary to make the statements in the Registration Statementstockholder meeting), the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts ULSE agrees to cause all Registrable Securities outstanding shares of the Voting Stock owned by the ULSE Companies to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date voted in favor of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance election of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement individual designated for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory nomination to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required Board by ULSE in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection accordance with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Agreement.

Additional Obligations. (a) The Company shall: (i) before filing a Registration Statement Agent covenants and agrees that it shall not take any steps to enforce its rights of foreclosure or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act Liquidation with respect to the disposition of all securities covered by such Registration Statement during such period Collateral other than in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;Credit Documents. (iiib) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment The Consignor covenants and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for agrees that so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company Credit Obligations remain outstanding, it shall not be required (i) take any steps to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction enforce its rights of foreclosure or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered Liquidation under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery thatConsignment Documents, or upon the happening of any event as a result of whichotherwise, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension Collateral (except in accordance with this Intercreditor Agreement; provided such steps are consented to by the Agent), (ii) accept or receive delivery of the qualification Collateral (other than the Metals Collateral in accordance with this Intercreditor Agreement), nor (iii) obtain any Lien on or exemption from qualification of any Registrable Security for sale security interest in any jurisdiction, or of the initiation or threatening of any proceeding for such purpose;Collateral (other than under the Credit Documents). (vic) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) Except as otherwise set forth in this Intercreditor Agreement, in the event that the Collateral or any collections or proceeds thereof, whether in Cash, securities or other property, shall be received after an Acceleration/Insolvency Event by the Consignor while any Credit Obligations are outstanding, the Consignor shall notify the Agent of such fact, shall hold such Collateral, collections or proceeds in trust for the benefit of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration StatementAgent and, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of the Agent, shall pay and deliver the same to the Agent to the extent of any managing underwriter for such offering remaining Credit Obligations. In the event that any Metals Collateral in which the Consignor has a first priority security interest shall be received after an opinion with respect to legal matters and a negative assurance letter with respect to disclosure mattersAcceleration/Insolvency Event by the Agent while any Consignment Obligations are outstanding, dated as of each closing date the Agent shall notify the Consignor of such offering of counsel representing the Company fact, shall hold such Metals Collateral in trust for the purposes benefit of such registrationthe Consignor and, addressed upon the request of the Consignor, shall pay and deliver the same to the underwriters, covering such matters with respect Consignor to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect extent of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)remaining Consignment Obligations.

Additional Obligations. (a) The Company shall: Subject to the limitations set forth in the Financing Documents, each Loan Party and each Secured Party acknowledges and agrees that the Collateral may secure additional obligations of the Borrowers and the other Loan Parties in respect of (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto the Refinancing of the Credit Agreement in connection accordance with any Piggyback TakedownSection 5.3, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplementsSecured Commodity Hedging Agreements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final ProspectusSecured Hedging Agreements, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualifyAdditional Obligations, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable each case subject to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to compliance with this Section 5.6. Upon (x) qualify generally execution and delivery to do business the Collateral Trustee of an Accession Agreement by the Persons to whom the obligations referred to in any jurisdiction where it would not otherwise be required to qualify but for this subsectionthe immediately precedent sentence are owed (or by the agent, trustee or representative representing such Person), (y) subject itself to taxation compliance with the procedures set forth in any such jurisdiction or clause (b) below, and (z) upon satisfaction of all requirements set forth in this Agreement and the Security Documents as to the confirmation, grant or perfection of the Collateral Trustee’s Lien to secure such obligations, such Persons shall become “Secured Parties” hereunder, and the Loan Parties’ obligations to such Persons shall become “Secured Obligations” hereunder, such Refinancing of the Credit Agreement, Secured Commodity Hedging Agreements, Secured Hedging Agreements, or Additional Obligations, as applicable, and all of the Loan Parties’ obligations in respect of thereof, shall become “Secured Obligations” hereunder, and the agreements evidencing, governing or representing such obligations shall become “Financing Documents” hereunder. Each Loan Party and each Secured Party agrees that this Agreement and the applicable Security Documents may be amended by the Loan Parties and the Collateral Trustee without the consent of any Secured Party, and each Secured Party hereby authorizes the Collateral Trustee to general service of process in execute any such jurisdiction);amendments, to the extent deemed by the Collateral Trustee necessary or desirable to (i) effectuate the intent of this Section 5.6, (ii) cause the Liens granted thereby to secure all such Secured Obligations (to the extent Liens in favor of such Persons are permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of all of the other applicable Financing Documents) and (iii) cause such Persons to constitute and have all rights and benefits of Secured Parties under this Agreement and the other Security Documents. (vb) notify Spectrum at With respect to any time when additional obligations referred to in Section 5.6(a) above to be secured hereunder after the date hereof, the Company will be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the holder of Secured Obligations (and the agent, trustee or representative acting on behalf of such holder) incurred by the Borrowers or a Prospectus relating Subsidiary Grantor in accordance with and as permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents. The Company may effect such designation by delivering to the applicable Registration Statement is required Collateral Trustee, with copies to be delivered under each Secured Representative, each of the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof):following: (1) as promptly as practicable upon discovery that, or upon a certificate of a Responsible Officer of the happening of any event as a result of which, such Registration Statement, Company stating that the Company or the Prospectus or Free Writing Prospectus relating relevant Subsidiary Grantor intends, as applicable, (A) to enter into a Secured Commodity Hedging Agreement, and that such Registration Statementadditional obligations (i) are Eligible Commodity Hedging Obligations, or any document incorporated or deemed (ii) will be Secured Obligations and (iii) are permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents to be incorporated therein incurred by reference contains an untrue statement the relevant Loan Party and secured by a First Lien equally and ratably with all previously existing and future Secured Obligations, or (B) to incur Additional Obligations or enter into a Refinancing of the Credit Agreement or a material fact or omits any fact necessary Replacement Credit Agreement, which obligations (i) will be Secured Obligations and (ii) are permitted (if addressed therein, or, otherwise, not prohibited) by the terms of the Credit Agreement and by the terms of the other applicable Financing Documents to make be incurred by the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, relevant Loan Party and secured with a First Lien equally and ratably with all previously existing and future Secured Obligations; and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after a written notice specifying the Company becomes aware name and address of the Secured Representative for such additional obligations for purposes of this Agreement. (c) Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any request Loan Party to incur additional indebtedness or grant additional Liens unless in each case otherwise permitted (if addressed therein, or, otherwise, not prohibited) by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware terms of the issuance or threatened issuance Credit Agreement and by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings terms of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)other applicable Finance Documents.

Additional Obligations. (a1) The Company shall: Service Provider shall cause its Affiliates then providing any of the Operations Services to provide technical advice and support to LIPA (i) before filing a Registration Statement or a Prospectus or any amendments successor service provider designated by LIPA) if then providing or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filedsupporting Operations Services hereunder, and provide Counsel to Spectrum a reasonable opportunity to review otherwise provide, assist and comment on such documents; (ii) notify Spectrum of support the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith Back-End Transition Services as may be necessary to keep such Registration Statement effective facilitate a smooth transition. Such advice and support shall be for a period ending of six (6) months and shall include providing any plans, drawings, renderings, blueprints, operating and training manuals for all facilities, personnel information, specifications or other information useful or necessary for LIPA or any successor service provider designated by LIPA to perform the Operations Services. In addition, to the extent requested by LIPA, the Service Provider shall use reasonable efforts to retain any or all senior management employees and make them available following termination or expiration of this Agreement to provide on-site, real-time consulting advice to a successor service provider for the T&D System or LIPA, such services to be made available for up to six (6) months. LIPA shall compensate the Service Provider for the provision of such services on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum basis of the filing Service Provider’s fully allocated time and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmaterials charges; (2) as promptly as practicable after the Company becomes aware of any request Unless otherwise agreed by the SEC Parties, upon expiration or the earlier termination of this Agreement, all licenses and sublicenses granted hereunder shall terminate and be of no further force or effect, except to the extent any federal such license or state governmental authority sublicense (other than those relating to the Service Provider Marks, which, except for amendments or supplements any phase-out rights set forth in this Agreement, including in Section 4.2(A)(3)(v)(i), shall not be subject to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or this exception) is required for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware performance of the issuance Service Provider’s services pursuant to this Section 8.5, which license or threatened issuance by sublicense shall then terminate upon completion of such services. If, upon termination hereof, LIPA is to perform the SEC of any stop order suspending Service Provider’s obligations under this Agreement, the Service Provider will reasonably cooperate, at LIPA’s request and expense, to assist LIPA in obtaining such necessary licenses with such vendors or threatening transferring the Service Provider’s licenses to suspend LIPA; provided, however, that the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification Service Provider shall have no further liability, obligation or cost with respect thereto except with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory period prior to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required termination of this Agreement in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses accordance with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used terms hereof. The Service Provider shall not agree with vendors providing services on its behalf under this Agreement (and any offering covered thereby)that such vendors cannot contract directly with LIPA to provide such services.

Additional Obligations. (a) The Company shallparties acknowledge that the obligations of BLP to pay the Exclusivity Amounts set forth above with respect to the Initial Drug Product and any subsequent Drug Product are dependent on the ability of Pharmos to provide BLP with sufficient quantities of Drug Substance to be Processed into Drug Product to substantially meet the Sales Forecast for Drug Product. Pharmos acknowledges and agrees that until such time as BLP shall have made sufficient Adjusted Sales of Drug Product in order to recoup in full the advances made by BLP to Pharmos under Section 2.7 above, the failure of Pharmos to supply BLP with substantially all of its requirements of Drug Substance as required under this Agreement shall constitute a material breach of this Agreement, and that as a result of such breach BLP may suffer damage at least in the amount of any outstanding and unrecouped advances paid to Pharmos under Section 2.7 above. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, BLP agrees to forebear and not exercise any of its remedies hereunder as a result of Pharmos' breach of its supply obligations under this Agreement, and will allow Pharmos to cure such breach, subject to the following: (i) before filing a Registration Statement or a Prospectus or from and after any amendments or supplements thereto such breach, and for so long as (X) Pharmos is unable for any reason to supply BLP with Drug Substance sufficient to enable BLP to meet its Sales Forecast for Drug Product in connection any BLP Month, and (Y) BLP has not recouped in full any advances made by BLP to Pharmos under Section 2.7 above, then notwithstanding Section 2.4(b) above BLP shall be entitled to credit **% [Confidential Information omitted and filed separately with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed ] of any Product Price payable to be filed, and provide Counsel Pharmos against advances previously paid to Spectrum a reasonable opportunity Pharmos by BLP pursuant to review and comment on Section 2.7 until such documents;advances have been recouped in full by BLP; and (ii) notify Spectrum BLP shall be permitted to immediately take out of consignment for Processing into Drug Product quantities of Drug Substance sufficient to generate Drug Product that, when sold, will generate Adjusted Sales of Drug Product in an amount sufficient to allow BLP to recoup any remaining advances paid to Pharmos under Section 2.7. If such inventory of Drug Substance is insufficient to permit BLP to Process the quantities of Drug Product as stated above, and Pharmos has not otherwise provided BLP, within ten (10) days following the date of the filing and effectiveness breach by Pharmos described above in this subsection (a) with quantities of Drug Substance sufficient to generate Drug Product that, when sold, will generate Adjusted Sales sufficient to allow BLP to recoup any remaining advances made to Pharmos under Section 2.7, Pharmos shall pay to BLP the difference between the sum of (X) any outstanding advances that have been recouped by BLP under Section 2.4, plus the amount of advances that would be recouped upon the sale of any Drug Product (including Drug Product work in process) remaining in the possession of BLP at the time of the Registration Statement breach described above in this subsection (a), and prepare (Y) the total amount of outstanding and file unrecouped advances on the date of Pharmos' default hereunder. If Pharmos fails to satisfy the foregoing payment obligation within ninety (90) days following the expiration of the ten (10) day period set forth above, BLP will be relieved of its forbearance commitment, and in such event may exercise any remedies available to it under this Agreement, and further provided that (1) BLP may defer any prospective obligations to make advances under Section 2.7 and make payments of Exclusivity Amounts until Pharmos resumes performance of its supply obligations hereunder, and BLP is reasonably satisfied that there will be no substantial future interruption; and (2) the period of time which must elapse under this Agreement until Pharmos obtains co-exclusive rights with respect to each Drug Product will be tolled and extended by the number of days starting with the SEC such amendments and supplements to such Registration Statement and day on which the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on payment obligation of Pharmos hereunder shall arise until the date on which all Registrable Securities have been sold under the Registration Statement applicable to Pharmos shall perform such Shelf Registration payment obligation or shall have otherwise ceased cured the breach of its obligations under this Section 2.10 to be Registrable Securities and notify Spectrum the reasonable satisfaction of BLP. (b) Pharmos acknowledges that, following BLP's recoupment in full of all advances paid by BLP to Pharmos under Section 2.7, the filing and effectiveness failure of such amendments and supplementsPharmos to supply BLP with substantially all of its requirements of Drug Substance as required under this Agreement shall constitute a material breach of this Agreement, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or breach BLP may suffer damage. Notwithstanding the Prospectus or Free Writing Prospectus relating to such Registration Statement, foregoing or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement other provision of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject this Agreement to the Company’s ability contrary, BLP agrees to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number forebear and not exercise any of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification its remedies hereunder with respect to such breach until such time as Pharmos is unable to provide BLP with sufficient Drug Substance to ensure that BLP has on hand at least enough Drug Substance to satisfy substantially all of BLP's rolling six (6) month requirements for Drug Substance (or if such amount of Drug Substance on hand at BLP goes below BLP's rolling six (6) month requirement and the suspension parties cannot mutually agree after good faith consultation that a resumption of supply is reasonably imminent), unless Pharmos has concluded a supply contract with a second manufacturer of Drug Substance under Section 2.11 within ninety (90) days following the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange day on which the Company’s Common Stock inventory of Drug Substance on hand at BLP falls below six (6) months and the parties cannot mutually agree after good faith consultation that a resumption of supply is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statementreasonably imminent, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included it being understood that in such Registration Statement event Pharmos shall be deemed to have cured the breach described above in this subsection (b). If Pharmos has failed to cure such breach as set forth above the Product Price for sale each Drug Product payable in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and each BLP Month in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion breach occurred or is continuing shall be reduced to ****% [Confidential Information omitted and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses filed separately with the SEC; and ] of BLP's Adjusted Sales of Drug Product in such BLP Month. Notwithstanding anything in this subsection (xvib) within to the deadlines specified by the Securities Act and the rules promulgated thereundercontrary, make all required filing fee payments in respect of any Registration Statement or Prospectus used under BLP agrees that it will not terminate this Agreement (and any offering covered thereby)as a result of Pharmos' breach hereunder.

Additional Obligations. It is understood that, should Optimal commit any crimes subsequent to the date of the signing of this Agreement or fail to comply with its forfeiture/disgorgement obligations as described above, or should it be determined that Optimal or any of its representatives have given false, incomplete, or misleading testimony or information, or has otherwise violated any provision of this Agreement, (a) The Company shall: Optimal shall thereafter be subject to prosecution for any federal offense of which this Office has knowledge, including perjury and obstruction of justice; (ib) all statements made by Optimal's representatives to this Office, or one or more of the Designated Agencies, including but not limited to the appended Statement of Facts, and any testimony given by Optimal's representatives before filing a Registration Statement grand jury subsequent to the signing of this Agreement, and any leads from such statements or a Prospectus testimony, shall be admissible in evidence in any criminal proceeding brought against Optimal and relied upon as evidence to support any penalty imposed on Optimal; and (c) Optimal shall assert no claim under the United States Constitution, any statute, Rule 410 of the Federal Rules of Evidence, or any amendments other federal rule that such statements or supplements thereto any leads therefrom should be suppressed. In addition, any such prosecution that is not time-barred by the applicable statute of limitations on the date of the execution of this Agreement may be commenced against Optimal, notwithstanding the expiration of the statute of limitations between the signing of this Agreement and the commencement of such prosecution. It is the intent of this Agreement to waive all defenses based on the statute of limitations with respect to any prosecution that is not time-barred on the date that this Agreement is signed. Xxxxxxx Xxxxxx, Esq Xxxxxx Xxxxxxx, Esq. October 29, 2009 It is understood that Optimal acknowledges and accepts as accurate the facts set forth in the Statement of Facts attached as Exhibit A, which is incorporated by reference herein. Optimal hereby agrees to maintain, with respect to its operations, a permanent restriction on providing payment processing services for gambling merchants in connection with customers in the United States in violation of the law of the United States or the law of any Piggyback Takedownjurisdiction within the United States. It is understood that this Agreement does not bind any federal, at state, or local agencies, any licensing authorities, or any regulatory authorities. If requested by Optimal, this Office will, however, bring the Company’s expensecooperation and remedial actions of Optimal to the attention of other prosecuting and other investigative offices or other licensing or regulatory authorities. Xxxxxxx Xxxxxx, furnish Esq Xxxxxx Xxxxxxx, Esq. October 29, 2009 With respect to Spectrum upon written request from Spectrumthis matter, copies of this Agreement supersedes all such documentsprior understandings, promises and/or conditions between this Office and Optimal. No additional promises, agreements, and conditions have been entered into other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof those set forth in such Registration Statement; (iii) furnish this letter and none will be entered into unless in writing and signed by all parties. Very truly yours, XXXXX XXXXXXX United States Attorney Southern District of New York By: /s/ Xxxx Xxxxxx-Xxxxx Xxxx Xxxxxx-Xxxxx Xxxxxxxx Xxx Assistant United States Attorneys /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Chief, Criminal Division AGREED AND CONSENTED TO: /s/ Xxxx Xxxxxxxx October 30, 2009 Pursuant to Spectrum without charge, such number of copies Authority Conveyed By Resolution of the applicable Registration StatementBoard of Directors of Optimal Date APPROVED: /s/ Xxxxxxx Xxxxxx, each amendment and supplement theretoEsq. October 30, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus2009 Xxxxxxx Xxxxxx, final ProspectusEsq. Date Xxxxxx Xxxxxxx, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Esq.

Additional Obligations. (a) The Company shall: In addition to the obligations stipulated in all other clauses of this Pledge Agreement and in any applicable regulations, PLEDGOR undertakes the following specific obligations: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection be liable for the existence, validity and duly and timely compliance with any Piggyback Takedownthe Hydrocarbon Commercial Sales Agreements, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum abstain from fully or partially assigning, selling, transferring or executing any other type of agreement which will in any form affect its participation in the Hydrocarbon Commercial Sales Agreements or the rights derived there from without prior, specific and written authorization of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; PLEDGEE; (iii) furnish to Spectrum without charge, such number of copies promptly inform PLEDGEE about any breach of the applicable Registration StatementHydrocarbon Commercial Sales Agreements regardless of its cause, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A by PLEDGOR or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; buyers; (iv) use maintain in force and without any liens or limitations all its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities rights under such the Hydrocarbon Commercial Sales Agreements other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests than Permitted Liens; and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at promptly inform PLEDGEE about any time when a Prospectus relating claim, lawsuit, seizure or precautionary measure of any nature instituted or intended to be instituted by any person in regards to the applicable Registration Statement is required to be delivered rights of PLEDGOR under the Securities Act Hydrocarbon Commercial Sales Agreements (any which notice shall be deemed Confidential Information for purposes vi) PLEDGOR is obliged to provide to PLEDGEE copy of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon all of the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating Hydrocarbon Commercial Sales Agreements executed to such Registration Statementdate, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make future Agreements executed, which are pledged under this Pledge Agreement, within the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; following two (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware working days of the issuance execution of this Pledge Agreement, or threatened issuance by within the SEC of any stop order suspending or threatening to suspend following two (2) working days from the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension execution of the qualification or exemption from qualification of any Registrable Security for sale Hydrocarbon Commercial Sales Agreement, as applicable as well as to keep the documents in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; offices located in Bogota D.C. (vii) provide not to modify, amend or renegotiate the instructions and cause to be maintained a transfer agent and registrar for all the form of payment under the Hydrocarbon Commercial Sales Agreements, unless such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) re negotiation increases, in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable dateUS Dollars, the withdrawal of any order suspending or preventing returned percentages; consequently the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory amendments to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required Hydrocarbon Commercial sales agreements may not increase the returned percentage in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby)Colombian pesos.