Common use of Covenants and Procedures Clause in Contracts

Covenants and Procedures. If Company becomes obligated under this Article II to effect a registration of Registrable Securities on behalf of Shareholders, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. Company will also, with respect to any registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 days after the effective date of the registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for Company, Company shall: (i) deliver to Shareholders, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders may reasonably request (in which case Shareholders shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to Shareholders, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5, as many copies of the relevant prospectuses as Shareholders may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders written notice of the event or occurrence and prepare and furnish to Shareholders, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before the date on which the registration statement is declared effective, Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholders, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e) Company shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) Company shall cooperate with Shareholders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If the Company becomes obligated under this Article II to effect a registration of Registrable Securities on behalf of Shareholdersone or more Shareholders (each a "SELLING SHAREHOLDER"), then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, The Company, at its expense as provided in Section 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. The Company will also, with respect to any registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 180 days after the effective date of the registration statement or for such longer period, not to exceed 180 360 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders Each Selling Shareholder shall promptly provide the Company with such information with respect to Shareholders' such Selling Shareholder's Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if If the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for the Company, the Company shall: (i) deliver to Shareholderseach Selling Shareholder, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders such Selling Shareholder may reasonably request (in which case Shareholders such Selling Shareholder shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to Shareholderseach Selling Shareholder, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.52.4, as many copies of the relevant prospectuses prospectus as Shareholders each such Selling Shareholder may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 180 or 180360-day period described in the second sentence of Section 2.5(a2.4(a), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders each Selling Shareholder written notice of the event or occurrence and prepare and furnish to Shareholderseach Selling Shareholder, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securitiesRegistrable Securities covered by such prospectus, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) The Company will notify Shareholders each Selling Shareholder of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by the Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders each Selling Shareholder shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. The Company will also notify Shareholders each Selling Shareholder promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of the Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders each Selling Shareholder shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by the Company, return to the Company at the Company's expense all copies of such registration statement or prospectus. The Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholderseach Selling Shareholder. (c) On or before the date on which the registration statement is declared effective, the Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholderseach Selling Shareholder, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders any Selling Shareholder or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) The Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders each Selling Shareholder included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each the New York Stock Exchange or such other securities exchange or exchanges on which the securities are Common Stock is then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders any Selling Shareholder (subject to the Company's consent, which consent shall not be unreasonably withheldwithheld or delayed). (e) The Company shall make generally available to Shareholders each Selling Shareholder and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) The Company shall cooperate with Shareholders each Selling Shareholder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholdersany Selling Shareholder, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (g) The Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders each Selling Shareholder or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) The Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholdersany Selling Shareholder, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders any Selling Shareholder or any such underwriter (collectively, the "InspectorsINSPECTORS"), all financial and other records, pertinent corporate documents, and properties of the Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. The Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) The Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from the Company's independent public accountants, and an opinion of counsel for the Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders any Selling Shareholder reasonably request. (j) The Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by the Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders any Selling Shareholder or the underwriters underwriter participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If and whenever the Company becomes obligated under this Article II is required hereunder to effect a the registration of Registrable Shares under the Securities on behalf of ShareholdersAct, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section 4.23 hereof and as expeditiously as possible, shall shall: (1) In accordance with the Securities Act and all applicable rules and regulations, promptly, and in any event within forty-five (45) days of the request, prepare and file with the SEC Commission a registration statement covering such securities the Shares requested to be registered and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable its best efforts to cause the such registration statement to become and remain effective. The Company will also, with respect to any registration statement, file such post-effective amendments to the such registration statement (and use reasonable its best efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period until the earlier of at least 90 days the completion of the distribution of all shares under the registration statement or two (2) years after the effective date of the registration statement; PROVIDED that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to counsel selected by the Stockholder, and the sales or placement agent or agents, if any, for the Shares and the managing underwriter or underwriters, if any, draft copies of all such longer perioddocuments proposed to be filed at least seven (7) days prior to such filing, which documents will be subject to the reasonable review of the Stockholder, the sales or placement agent or agents, if any, for the Shares and the managing underwriter or underwriters, if any, and their respective agents and representatives and (x) the Company will not include in any registration statement information concerning or relating to exceed 180 days, as the Stockholder to which the Stockholder shall reasonably object in writing (unless in the reasonable opinion of outside counsel the inclusion of such information is required by applicable law or the regulations of any securities exchange to which the Company may be required under subject), and (y), the plan Company will not file any registration statement pursuant to Section 1(b) or plans of distribution set forth amendment thereto or any prospectus or any supplement thereto to which the Stockholder and managing Underwriter shall reasonably object in writing; If the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities offering is to be so registered andunderwritten, if applicablein whole or in part, enter into a written underwriting agreement in form and substance reasonably satisfactory to the managing underwriter of the public offering, the proposed terms of their offering, as is required for Stockholder and the registration. With respect to any registration under this Article II, if Company; If the Registrable Securities Shares to be covered by the registration statement are not to be sold to or through underwriters acting for the Company, the Company shall: : (iw) deliver to Shareholdersthe Stockholder, the sales or placement agent or agents, if any, and the managing underwriter or underwriters, if any, ("Underwriter or Underwriters") as promptly as practicable, practicable as many copies of preliminary prospectuses as Shareholders may the Stockholder reasonably request (in which case Shareholders requests, and the Stockholder shall keep keep, or cause to be kept, a written record of the distribution of the such preliminary prospectuses and shall refrain from delivery of the such preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); , (iix) deliver to Shareholdersthe Stockholder, and the Underwriters as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5, as many copies of the relevant prospectuses required to be delivered in connection with the sale of Shares registered under the registration statement as Shareholders may the Stockholder or Underwriter reasonably request; and , (iiiy) in case of the happening, after the effective date of the such registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a)statement, of any event or occurrence as a result which is required or may be advisable, in the judgment of which the prospectusCompany, as then in effectthe Stockholder, would include an untrue statement of a material fact or omit to state any material fact required Underwriter and their counsel to be stated therein set forth in an amendment of or necessary supplement to such prospectus to make any statement statements therein not misleading in the light of the circumstances in which it was mademisleading, give Shareholders the Stockholder and Underwriter written notice of the event or occurrence thereof and prepare and furnish to Shareholdersthe Stockholder, and Underwriters in such quantities as it may reasonably request, copies of an amendment such amended prospectus or of or a such supplement to such be attached to the prospectus as may be necessary so in order that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securitiessupplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was they were made, not misleadingmisleading and to comply with the Securities Act, and (z) deliver to the Company and the Underwriters upon reasonable request copies of any documents incorporated into any such registration statement, prospectus, amendment or supplement. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c2) On or before prior to the date on which the registration statement is declared effective, the Company shall use its reasonable best efforts to: (i) to register or qualify (qualify, and cooperate with Shareholdersthe Stockholder, the underwriter Underwriter or underwritersUnderwriters, if any, and their counsel, in connection with the registration or qualification of) of the securities Shares covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as Shareholders the Stockholder or any underwriter Underwriter reasonably requests; (ii) , to use its best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the such registration statement or prospectus is required to be kept effective; and (iii) effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities Shares covered by the applicable registration statement, ; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d3) The Company shall use its reasonable best efforts to cause all Registrable Securities of Shareholders the Stockholder's Shares included in the such registration statement to be listed, by the date of the first sale of such shares Common Stock pursuant to such registration statement, on each securities exchange on which the securities are Common Stock of the Company is then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e4) The Company shall make generally available to Shareholders the Stockholder and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than 45 forty-five (45) days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement. The , which earnings statement shall cover such said 12-month period. This , which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-QQSB, 10-KKSB, and (if needed) 8-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and otherwise complies with Rule 158 under the Securities Act as soon as feasibleAct. (f5) The Company shall cooperate with Shareholders the Stockholder and the managing underwriter Underwriter or underwritersUnderwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities the Shares to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter Underwriter or underwritersUnderwriters, if any, or Shareholders, may requestthe Stockholder requests, subject to the underwriters' obligation to return any certificates representing unsold securitiessecurities not sold. (g6) The Company shall use its reasonable best efforts to cause Registrable Securities the Stockholder's Shares covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in within the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders the Stockholder or the underwriter Underwriter or underwritersUnderwriters, if any, to consummate the disposition of such securitiesShares. (h7) The Company shall, during normal business hours and upon reasonable notice, shall make available for inspection by Shareholders, any underwriter the Stockholder and each Underwriter participating in any offering disposition pursuant to the such registration statement, and any attorney, accountant or other agent retained by Shareholders the Stockholder or any such underwriter Underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, documents and properties of Company (including non-public information)the Company, as shall be reasonably necessary to enable the Inspectors them to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form responsibility, and substance. Company shall also cause its the Company's officers, directors, employees, and employees independent public accountants to supply all nonconfidential information reasonably requested by any such Inspector in connection with the such registration statement, in each case to the extent necessary to enable the Stockholder and any Underwriter to conduct a "reasonable investigation" for purposes of Section 11(a) of the Securities Act. (i) 8) The Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from the Company's independent public accountants, and an opinion of counsel for the Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions of counsel in connection with public offerings of securities, as Shareholders the Stockholder or Underwriters may reasonably request. (j9) If requested by the Stockholder, the Company shall enter into promptly incorporate in a prospectus, prospectus supplement or post-effective amendment such customary agreements (including an underwriting agreement containing information as the Stockholder reasonably specifies should be included therein, including, without limitation, information relating to the planned distribution of Shares, the number of Shares being sold by the Stockholder, the name and description of the Stockholder, the offering price of such representations Shares and warranties by Company any discount, commission or other compensation payable in respect of the Shares being sold, the purchase price being paid therefor to the Stockholder and such information with respect to any other terms and provisionsof the offering of the Shares to be sold in such offering, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory except to the Company) extent that the Company is advised in a written opinion of outside counsel that the inclusion of such information is reasonably likely to violate applicable securities laws; and take make all required filings of such other actions as Shareholders prospectus, prospectus supplement or post-effective amendment promptly after notification of the underwriters participating matters to be incorporated in such offering and sale may reasonably request in order to expedite prospectus, prospectus supplement or facilitate such offering and sale post-effective amendment. (other than such actions which are disruptive to 10) If requested by the Stockholder the Company or require significant management availability), including providing shall use reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and efforts to participate in customary and assist with a "road show" presentations any other customary marketing efforts in connection with the sale of Shares pursuant to such registration statement, at such times and in such manner as the Company and the Stockholder mutually may determine. (11) The Company shall promptly notify the Stockholder and Underwriters, after becoming aware thereof, when the registration statement or any underwritten offerings in substantially related prospectus or any amendment or supplement has been filed, and, with respect to the registration statement or any post-effective amendment, when the same manner as they would in an underwritten primary registered public offering has become effective, (A) of any request by the Commission for amendments or supplements to the registration statement or the related prospectus or for additional information, (B) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, (C) of the receipt by the Company of its Common Stock, after taking into account any notification with respect to the reasonable business requirements suspension of the Company qualification of the Shares for sale in determining any jurisdiction or the scheduling and duration initiation of any road showproceeding for such purpose or (D) of the happening of any event which makes any statement in the registration statement or any post-effective amendment thereto, prospectus or any amendment or supplement thereto, or any document incorporated therein by reference untrue in any material respect or which requires the making of any changes in the registration statement or post-effective amendment thereto or any prospectus or amendment or supplement thereto so that they will not contain any untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made) not misleading. (12) In the case of a Block Trade (defined below), the Company shall: (1) obtain an opinion of counsel addressed to the Stockholder and the other party to the "block trade" covering matters that are no more extensive in scope than would be customarily covered in opinions obtained in secondary underwritten offerings by issuers with similar market capitalization and reporting and financial histories;

Covenants and Procedures. If Company the Corporation becomes obligated under this Article II the provisions of Section 2, 3 or 4 to effect a registration of shares of Registrable Securities on behalf of Shareholders, then (as applicable to the jurisdictions for which such registration is to be made):Hall: 5 (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, CompanyThe Corporation, at its own expense as provided in Section 4.28, shall prepare and file with the SEC a registration statement covering such securities shares of Registrable Securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use commercially reasonable efforts to cause such registration statement to be filed with the Commission within 60 days of the demand or request under Section 3 or 4 or receipt of a Participation Notice under Section 2 and to become effective and shall keep such registration statement effective for a period of one hundred twenty (120) days or until the holder or holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (i) such 120-day period shall be extended for a period of time equal to become effective. Company will alsothe period the holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Corporation; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, with respect such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement; and the Corporation will file such post-effective amendments to the such registration statement (and use commercially reasonable efforts to cause them to become be effective) and such supplements as are necessary so that current prospectuses are at all times available for a during the period of at least 90 days after the effective date of the such registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statementis effective. Shareholders Hall shall promptly provide Company the Corporation with such information with respect to Shareholders' Hall's shares of Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, the offering thereof as is required for the such registration. With respect to any registration under this Article IIFurther, if the shares of Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for Companythe Corporation, Company shall: the Corporation shall (i) deliver to Shareholders, Hall as promptly as practicable, practicable as many copies of preliminary prospectuses as Shareholders Hall may reasonably request (in which case Shareholders request, and Hall shall keep a written record of the distribution of the such preliminary prospectuses and shall refrain from delivery of the such preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); , (ii) deliver to ShareholdersHall, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5while such registration statement is effective, as many copies of the relevant prospectuses required to be delivered in connection with the sale of shares of Registrable Securities registered under the registration statement as Shareholders Hall may reasonably request; and , and (iii) in case of the happening, after the effective date of the such registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a)it is effective, of any event or occurrence as a result which would be set forth in an amendment of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit supplement to state any material fact required to be stated therein or necessary such prospectus to make any statement statements therein not misleading in the light of the circumstances in which it was madeor to correct any misleading omissions, give Shareholders Hall written notice of the event or occurrence thereof and prepare and furnish to ShareholdersHall, in such quantities as it Hall may reasonably request, copies of an amendment such amended prospectus or of or a such supplement to such be attached to the prospectus as may be necessary so in order that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities6 supplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was they were made, not misleading. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before prior to the date on which the registration statement is declared effective, Company the Corporation shall use its commercially reasonable efforts to: (i) to register or qualify (qualify, and Hall, and his counsel, shall cooperate with Shareholders, the underwriter or underwriters, if any, and their counsel, Corporation in connection with the registration or qualification of) , the securities Registrable Securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as Shareholders Hall or any the underwriter reasonably requests; (ii) , to use commercially reasonable efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewalsrenewals as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, during the period the such registration statement or prospectus is required to be kept effective; and (iii) effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that Company the Corporation will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (dc) Company The Corporation shall use its reasonable efforts to cause all of Hall's Registrable Securities of Shareholders included in the such registration statement to be listed, by the date of the first sale of such shares Registrable Securities pursuant to such registration statement, on each securities exchange on which the securities are Common Stock of the Corporation is then listed or proposed to be listed, if any. (d) The Corporation shall provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, as directed by in each case not later than the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld)effective date of such registration. (e) Company The Corporation shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement Hall an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of Companythe Corporation's first fiscal quarter commencing after the effective date of the registration statement. The , which earnings statement shall cover such said 12-month period. This , which requirement will be deemed to be satisfied if Company the Corporation timely files complete and accurate information on Forms 10-Q, 10-K, K and 8-K under the Exchange Act, Act and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) Company The Corporation shall cooperate with Shareholders and the managing underwriter or underwriters, if any, Hall to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities certificates to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, Hall may request, subject to the underwriters' obligation to return any certificates representing unsold securities.Registrable Securities not sold. 7 (g) Company The Corporation shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant to the registration statement, Hall and any attorney, accountant or other agent retained by Shareholders or any such underwriter Hall (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, documents and properties of Company (including non-public information)the Corporation, as shall be reasonably necessary to enable the Inspectors them to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form responsibility and substance. Company shall also cause its the Corporation's officers, directors, directors and employees to supply all nonconfidential information reasonably requested by any such Inspector in connection with the such registration statement. As a condition to providing such access, the Corporation may require that any and all Inspectors execute and deliver confidentiality agreement, in form and substance acceptable to the Corporation, and that confidentiality procedures be observed with respect to such information. (ih) Company The Corporation shall use its commercially reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Companythe Corporation's independent public accountants, and an opinion of counsel for Companythe Corporation, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions of counsel in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If Company becomes obligated ------------------------ under this Article II to effect a registration of Registrable Securities on behalf of Shareholders, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. Company will also, with respect to any registration statement, file such post-post- effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 days after the effective date of the registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if If the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for Company, Company shall: (i) deliver to Shareholders, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders may reasonably request (in which case Shareholders shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to Shareholders, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.52.4, as many copies of the relevant prospectuses as Shareholders may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a------- 2.4(a), of any event or occurrence as a result of which the ------ prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders written notice of the event or occurrence and prepare and furnish to Shareholders, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before the date on which the registration statement is declared effective, Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholders, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e) Company shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) Company shall cooperate with Shareholders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders or any such underwriter (collectively, the "Inspectors"), all ---------- financial and other records, pertinent corporate documents, and properties of Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public -------- information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If the Company becomes obligated under this Article II to effect a registration of Registrable Securities on behalf of ShareholdersShareholder, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, The Company, at its expense as provided in Section 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. The Company will also, with respect to any registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 180 days after the effective date of the registration statement or for such longer period, not to exceed 180 360 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders Shareholder shall promptly provide the Company with such information with respect to ShareholdersShareholder' Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if If the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for the Company, the Company shall: (i) deliver to ShareholdersShareholder, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders Shareholder may reasonably request (in which case Shareholders Shareholder shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to ShareholdersShareholder, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.52.4, as many copies of the relevant prospectuses prospectus as Shareholders Shareholder may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 180 or 180360-day period described in the second sentence of Section 2.5(a2.4(a), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders Shareholder written notice of the event or occurrence and prepare and furnish to ShareholdersShareholder, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securitiesRegistrable Securities covered by such prospectus, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) The Company will notify Shareholders Shareholder of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by the Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders Shareholder shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. The Company will also notify Shareholders Shareholder promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of the Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders Shareholder shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by the Company, return to the Company at the Company's expense all copies of such registration statement or prospectus. The Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to ShareholdersShareholder. (c) On or before the date on which the registration statement is declared effective, the Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with ShareholdersShareholder, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders Shareholder or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) The Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders Shareholder included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on the NASDAQ NMS or each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders Shareholder (subject to the Company's consent, which consent shall not be unreasonably withheldwithheld or delayed). (e) The Company shall make generally available to Shareholders Shareholder and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) The Company shall cooperate with Shareholders Shareholder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or ShareholdersShareholder, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (g) The Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders Shareholder or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) The Company shall, during normal business hours and upon reasonable notice, make available for inspection by ShareholdersShareholder, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders Shareholder or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of the Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. The Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) The Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from the Company's independent public accountants, and an opinion of counsel for the Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders Shareholder reasonably request. (j) The Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by the Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders Shareholder or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If Company becomes At such time as Parent is obligated under this Article II 2 to effect and maintain a registration of Registrable Securities on behalf of ShareholdersStockholders, then (as applicable to the jurisdictions for which such registration is to be made):) Parent shall: (a) With respect furnish to registrations pursuant to either Section 2.1 or Section 2.2each Stockholder, Company, at its expense as provided in Section 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. Company will also, with respect to any registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 days after the effective date of the registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for Company, Company shall: (i) deliver to Shareholders, as promptly as practicablewithout charge, as many copies of preliminary prospectuses each Prospectus, and any amendment or supplement thereto and such other documents as Shareholders the Stockholder Representative may reasonably request (in which case Shareholders shall keep a written record order to facilitate the public sale or other disposition of the distribution Registrable Securities; Parent hereby consents to the use of the preliminary prospectuses Prospectus by each Stockholder of Registrable Securities in connection with the offering and shall refrain from delivery sale of the preliminary prospectuses in any manner or under any circumstances which would violate Registrable Securities covered by the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States)Prospectus; (ii) deliver to Shareholders, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5, as many copies of the relevant prospectuses as Shareholders may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders written notice of the event or occurrence and prepare and furnish to Shareholders, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) Company will (i) use all reasonable efforts to register or qualify the Registrable Securities, no later than the time the applicable Registration Statement becomes effective, under all applicable state securities or “blue sky” laws of such jurisdictions as the Stockholder Representative shall reasonably request; (ii) use all reasonable efforts to keep each such registration or qualification effective during the period the Shelf Registration Statement is required to be kept effective; and (iii) do any other acts and things which may be reasonably necessary or advisable to enable each Stockholder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Stockholder; provided, however, that Parent shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process in any such jurisdiction; (c) notify Shareholders each Stockholder promptly (i) when the Shelf Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if the Shelf Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462, (ii) of any action the issuance by the SEC or any Commission to suspend state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of any registration statement filed pursuant hereto the Shelf Registration Statement or the initiation or threatened initiation of any proceeding proceedings for such purpose that purpose, (iii) of any request by the SEC for amendments or supplements to the receipt by Company of Shelf Registration Statement (including the related Prospectus) or for additional information relating thereto and (iv) if Parent receives any notification with respect to the suspension of the qualification of the securities Registrable Securities for sale in any jurisdiction. Immediately upon receipt jurisdiction or the initiation of any proceeding for such notice, Shareholders shall cease purpose; (d) use all reasonable efforts to offer or sell obtain the withdrawal of any Registrable Securities pursuant to order suspending the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly effectiveness of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will Shelf Registration Statement as promptly as practicable take practicable; (e) upon request, furnish to each Stockholder, without charge, at least one conformed copy of the Shelf Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (f) prepare and file with the SEC post-effective amendments to the Shelf Registration Statement and such action amendments to the Prospectus used in connection therewith as may be necessary to amend maintain the effectiveness of such registration or supplement as may be required by the rules, regulations or instructions applicable to the registration form utilized by Parent or by the Securities Act or the Exchange Act or the rules and regulations thereunder necessary to keep such registration statement or prospectus in order to effective for the period set forth or reflect such event or state in Section 2.1(b) of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before the date on which the registration statement is declared effective, Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholders, the underwriter or underwriters, if anythis Agreement, and their counselcause the Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act, in connection and to otherwise comply with the registration or qualification of) provisions of the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required Securities Act with respect to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in of all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified.Shelf Registration Statement during the effectiveness of the Shelf Registration Statement; and (dg) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e) Company shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning cooperate with the first day of Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) Company shall cooperate with Shareholders Stockholders and the managing underwriter or underwriters, if any, Stockholder Representative to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, may request, subject to the underwriters' obligation to return not bearing any certificates representing unsold securities. (g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration restrictive legends. Each selling Stockholder of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriterswhich any registration is being effected pursuant to this Agreement agrees, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant as a condition to the registration statementobligations with respect to such Stockholder provided herein, and any attorney, accountant or other agent retained by Shareholders or any to furnish to Parent such underwriter (collectivelyinformation regarding such Stockholder required to be included in the Shelf Registration Statement, the "Inspectors"), all financial ownership of Registrable Securities by such Stockholder and other records, pertinent corporate documents, and properties the proposed distribution by such Stockholder of Company (including non-public information), such Registrable Securities as shall be reasonably necessary Parent may from time to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably time request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability)writing, including providing reasonable availability including, for purposes of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering this provision, by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road showemail correspondence.

Covenants and Procedures. If Company becomes obligated under this Article ARTICLE II to effect a registration of Registrable Securities on behalf of Shareholders, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section SECTION 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. Company will also, with respect to any registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 days after the effective date of the registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if If the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for Company, Company shall: (i) deliver to Shareholders, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders may reasonably request (in which case Shareholders shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to Shareholders, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5SECTION 2.4, as many copies of the relevant prospectuses as Shareholders may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(aSECTION 2.4(A), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders written notice of the event or occurrence and prepare and furnish to Shareholders, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before the date on which the registration statement is declared effective, Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholders, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders or any underwriter reasonably requests; (ii) use its reasonable efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities Common Stock covered by the applicable registration statement, provided that Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are is then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e) Company shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) Company shall cooperate with Shareholders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders or any such underwriter (collectively, the "InspectorsINSPECTORS"), all financial and other records, pertinent corporate documents, and properties of Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided PROVIDED that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If Company Allied becomes obligated under this Article II to effect a registration or qualification of Registrable Securities on behalf of Shareholdersa Laidxxx Xxxty requesting registration or qualification under this Article II (hereinafter called a "Selling Laidxxx Xxxty"), then (as applicable to the jurisdictions for which such registration or qualification is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2Allied, Company, (i) at its expense as provided in Section 4.24.1, shall prepare and file with the SEC a registration statement covering and, as applicable, (ii) at the expense of the requesting Laidxxx Parties as provided in section 4.2, prepare and file with the applicable Commissions (in the English and French languages, as applicable) a preliminary prospectus qualifying, such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effectiveeffective and (with respect to Canadian jurisdictions) to, after any comments of the Commissions have been satisfied with respect thereto, prepare and file in accordance with the relevant Canadian Securities Acts, a (final) prospectus in the English and French languages, as appropriate, and receive receipts therefor and shall take all other steps and proceedings that may be necessary in order to qualify the applicable Registrable Securities for distribution under such Canadian Securities Acts by registrants who comply with the relevant provisions of such Canadian Securities Acts. Company Allied will also, also (i) with respect to any U.S. registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 days after the effective date of the registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statement, and (ii) with respect to any Canadian prospectus, file with the Commissions such amendments and supplements to such preliminary prospectus and (final) prospectus as may be necessary to comply with the provisions of the Canadian Securities Acts applicable to the proposed distribution until the earlier of (A) such time as all of Registrable Securities proposed to be sold thereunder have been disposed of in accordance with the intended method or methods of disposition by the seller or sellers thereof, and (B) the expiration of a period of at least 90 days after the issuance by the Commissions in all applicable Canadian jurisdictions for the (final) prospectus or such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in such (final) prospectus. Shareholders Each Selling Laidxxx Xxxty shall promptly provide Company Allied with such information with respect to Shareholders' such Selling Laidxxx Xxxty's Registrable Securities to be so registered and qualified and, if applicable, the proposed terms of their offering, as is required for the registrationregistration or qualification. With respect to any registration under this Article II, if If 8 197 the Registrable Securities to be covered by the registration statement and/or prospectus are not to be sold to or through underwriters acting for CompanyAllied, Company Allied shall: (i) deliver to Shareholders, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders may reasonably request (in which case Shareholders shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to Shareholders, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5, as many copies of the relevant prospectuses as Shareholders may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders written notice of the event or occurrence and prepare and furnish to Shareholders, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before the date on which the registration statement is declared effective, Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholders, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e) Company shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) Company shall cooperate with Shareholders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If and whenever the Company becomes obligated under this Article II is required hereunder to effect a the registration of Registrable Shares under the Securities on behalf of ShareholdersAct, then (the Company, as applicable to the jurisdictions for which such registration is to be made):expeditiously as possible, shall: (a1) With respect to registrations pursuant to either Section 2.1 or Section 2.2In accordance with the Securities Act and all applicable rules and regulations, Companypromptly, at its expense as provided and in Section 4.2any event within sixty (60) days of the request, shall prepare and file with the SEC Commission a registration statement covering such securities the Shares requested to be registered and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable its best efforts to cause the such registration statement to become and remain effective. The Company will also, with respect to any registration statement, file such post-effective amendments to the such registration statement (and use reasonable its best efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period until the earlier of at least 90 days the completion of the distribution of all shares under the registration statement or two years after the effective date of the registration statement; PROVIDED that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to counsel selected by the Registering Shareholders, and the sales or placement agent or agents, if any, for the Shares and the managing underwriter or underwriters, if any, draft copies of all such longer perioddocuments proposed to be filed at least seven (7) days prior to such filing, which documents will be subject to the reasonable review of the Registering Shareholders, the sales or placement agent or agents, if any, for the Shares and the managing underwriter or underwriters, if any, and their respective agents and representatives and (x) the Company will not include in any registration statement information concerning or relating to exceed 180 days, as the Registering Shareholders to which such Registering Shareholders shall reasonably object in writing (unless in the reasonable opinion of outside counsel the inclusion of such information is required by applicable law or the regulations of any securities exchange to which the Company may be required under subject), and (y), the plan Company will not file any registration statement pursuant to Section 1(b) or plans of distribution set forth amendment thereto or any prospectus or any supplement thereto to which the Registering Shareholders and managing Underwriter shall reasonably object in writing; If the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities offering is to be so registered andunderwritten, if applicablein whole or in part, enter into a written underwriting agreement in form and substance reasonably satisfactory to the managing underwriter of the public offering, the proposed terms of their offering, as is required for Registering Shareholders and the registration. With respect to any registration under this Article II, if Company; If the Registrable Securities Shares to be covered by the registration statement are not to be sold to or through underwriters acting for the Company, the Company shall: : (iw) deliver to the Registering Shareholders, the sales or placement agent or agents, if any, and the managing underwriter or underwriters, if any, ("Underwriter" or "Underwriters") as promptly as practicable, practicable as many copies of preliminary prospectuses as the Registering Shareholders may reasonably request (in which case request, and the Registering Shareholders shall keep keep, or cause to be kept, a written record of the distribution of the such preliminary prospectuses and shall refrain from delivery of the such preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); , (iix) deliver to the Registering Shareholders, and the Underwriters as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5, as many copies of the relevant prospectuses required to be delivered in connection with the sale of Shares registered under the registration statement as the Registering Shareholders may or Underwriter reasonably request; and , (iiiy) in case of the happening, after the effective date of the such registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a)statement, of any event or occurrence as a result which is required or may be advisable, in the judgment of which the prospectusCompany, as then in effectthe Registering Shareholders, would include an untrue statement of a material fact or omit to state any material fact required Underwriter and their counsel to be stated therein set forth in an amendment of or necessary supplement to such prospectus to make any statement statements therein not misleading in the light of the circumstances in which it was mademisleading, give the Registering Shareholders and Underwriter written notice of the event or occurrence thereof and prepare and furnish to the Registering Shareholders, and Underwriters in such quantities as it may reasonably request, copies of an amendment such amended prospectus or of or a such supplement to such be attached to the prospectus as may be necessary so in order that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securitiessupplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was they were made, not misleadingmisleading and to comply with the Securities Act, and (z) deliver to the Company and the Underwriters upon reasonable request copies of any documents incorporated into any such registration statement, prospectus, amendment or supplement. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c2) On or before prior to the date on which the registration statement is declared effective, the Company shall use its reasonable best efforts to: (i) to register or qualify (qualify, and cooperate with the Registering Shareholders, the underwriter Underwriter or underwritersUnderwriters, if any, and their counsel, in connection with the registration or qualification of) of the securities Shares covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the Registering Shareholders or any underwriter Underwriter reasonably requests; (ii) , to use its best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the such registration statement or prospectus is required to be kept effective; and (iii) effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities Shares covered by the applicable registration statement, ; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d3) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e) The Company shall make generally available to the Registering Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement. The , which earnings statement shall cover such said 12-month period. This , which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-QQSB, 10-KKSB, and (if needed) 8-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and otherwise complies with Rule 158 under the Securities Act as soon as feasibleAct. (f4) The Company shall cooperate with the Registering Shareholders and the managing underwriter Underwriter or underwritersUnderwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities the Shares to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter Underwriter or underwritersUnderwriters, if any, or Shareholders, may the Registering Shareholders request, subject to the underwriters' obligation to return any certificates representing unsold securitiessecurities not sold. (g5) The Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter the Registering Shareholders and each Underwriter participating in any offering disposition pursuant to the such registration statement, and any attorney, accountant or other agent retained by the Registering Shareholders or any such underwriter Underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, documents and properties of Company (including non-public information)the Company, as shall be reasonably necessary to enable the Inspectors them to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form responsibility, and substance. Company shall also cause its the Company's officers, directors, employees, and employees independent public accountants to supply all nonconfidential information reasonably requested by any such Inspector in connection with the such registration statement, in each case to the extent necessary to enable the Registering Shareholders and any Underwriter to conduct a "reasonable investigation" for purposes of Section 11(a) of the Securities Act. (i6) The Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from the Company's independent public accountants, and an opinion of counsel for the Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions of counsel in connection with public offerings of securities, as the Registering Shareholders or Underwriters may reasonably request. (j7) If requested by the Registering Shareholders, the Company shall enter into promptly incorporate in a prospectus, prospectus supplement or post-effective amendment such customary agreements (including an underwriting agreement containing information as the Registering Shareholders reasonably specify should be included therein, including, without limitation, information relating to the planned distribution of Shares, the number of Shares being sold by each Registering Shareholder, the name and description of each Registering Shareholder, the offering price of such representations Shares and warranties by Company any discount, commission or other compensation payable in respect of the Shares being sold, the purchase price being paid therefor to the Shareholder and such information with respect to any other terms and provisionsof the offering of the Shares to be sold in such offering, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory except to the Company) extent that the Company is advised in a written opinion of outside counsel that the inclusion of such information is reasonably likely to violate applicable securities laws; and take make all required filings of such other actions as Shareholders prospectus, prospectus supplement or post-effective amendment promptly after notification of the underwriters participating matters to be incorporated in such offering and sale may reasonably request in order to expedite prospectus, prospectus supplement or facilitate such offering and sale post-effective amendment. (other than such actions which are disruptive to 8) If requested by the Registering Shareholders, the Company or require significant management availability), including providing shall use reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and efforts to participate in customary and assist with a "road show" presentations any other customary marketing efforts in connection with the sale of Shares pursuant to such registration statement, at such times and in such manner as the Company shall approve. (9) The Company shall promptly notify the Registering Shareholders and Underwriters, after becoming aware thereof, when the registration statement or any underwritten offerings in substantially related prospectus or any amendment or supplement has been filed, and, with respect to the registration statement or any post-effective amendment, when the same manner as they would in an underwritten primary registered public offering has become effective, (A) of any request by the Commission for amendments or supplements to the registration statement or the related prospectus or for additional information, (B) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, (C) of the receipt by the Company of its Common Stock, after taking into account any notification with respect to the reasonable business requirements suspension of the Company qualification of the Shares for sale in determining any jurisdiction or the scheduling and duration initiation of any road showproceeding for such purpose or (D) of the happening of any event which makes any statement in the registration statement or any post-effective amendment thereto, prospectus or any amendment or supplement thereto, or any document incorporated therein by reference untrue in any material respect or which requires the making of any changes in the registration statement or post-effective amendment thereto or any prospectus or amendment or supplement thereto so that they will not contain any untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made) not misleading.

Covenants and Procedures. If the Company becomes obligated under this Article ARTICLE II to effect a registration of Registrable Securities on behalf of ShareholdersShareholder, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, The Company, at its expense as provided in Section SECTION 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. The Company will also, with respect to any registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 180 days after the effective date of the registration statement or for such longer period, not to exceed 180 360 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders Shareholder shall promptly provide the Company with such information with respect to ShareholdersShareholder' Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if If the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for the Company, the Company shall: (i) deliver to ShareholdersShareholder, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders Shareholder may reasonably request (in which case Shareholders Shareholder shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to ShareholdersShareholder, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5SECTION 2.4, as many copies of the relevant prospectuses prospectus as Shareholders Shareholder may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 180 or 180360-day period described in the second sentence of Section 2.5(aSECTION 2.4(A), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders Shareholder written notice of the event or occurrence and prepare and furnish to ShareholdersShareholder, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securitiesRegistrable Securities covered by such prospectus, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) The Company will notify Shareholders Shareholder of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by the Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders Shareholder shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. The Company will also notify Shareholders Shareholder promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of the Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders Shareholder shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by the Company, return to the Company at the Company's expense all copies of such registration statement or prospectus. The Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to ShareholdersShareholder. (c) On or before the date on which the registration statement is declared effective, the Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with ShareholdersShareholder, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders Shareholder or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) The Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders Shareholder included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each the New York Stock Exchange or such other securities exchange or exchanges on which the securities are Common Stock is then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders Shareholder (subject to the Company's consent, which consent shall not be unreasonably withheldwithheld or delayed). (e) The Company shall make generally available to Shareholders Shareholder and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) The Company shall cooperate with Shareholders Shareholder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or ShareholdersShareholder, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (g) The Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders Shareholder or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) The Company shall, during normal business hours and upon reasonable notice, make available for inspection by ShareholdersShareholder, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders Shareholder or any such underwriter (collectively, the "InspectorsINSPECTORS"), all financial and other records, pertinent corporate documents, and properties of the Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided PROVIDED that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. The Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) The Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from the Company's independent public accountants, and an opinion of counsel for the Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders Shareholder reasonably request. (j) The Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by the Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders Shareholder or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If the Company becomes obligated under this Article II to effect a registration of Registrable Securities on behalf of Shareholdersone or more Shareholders (each a “Selling Shareholder”), then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, The Company, at its expense as provided in Section 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. The Company will also, with respect to any registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 180 days after the effective date of the registration statement or for such longer period, not to exceed 180 360 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders Each Selling Shareholder shall promptly provide the Company with such information with respect to Shareholders' such Selling Shareholder’s Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if If the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for the Company, the Company shall: (i) deliver to Shareholderseach Selling Shareholder, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders such Selling Shareholder may reasonably request (in which case Shareholders such Selling Shareholder shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to Shareholderseach Selling Shareholder, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.52.4, as many copies of the relevant prospectuses prospectus as Shareholders each such Selling Shareholder may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 180 or 180360-day period described in the second sentence of Section 2.5(a2.4(a), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders each Selling Shareholder written notice of the event or occurrence and prepare and furnish to Shareholderseach Selling Shareholder, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securitiesRegistrable Securities covered by such prospectus, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) The Company will notify Shareholders each Selling Shareholder of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by the Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders each Selling Shareholder shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. The Company will also notify Shareholders each Selling Shareholder promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of the Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders each Selling Shareholder shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by the Company, return to the Company at the Company's ’s expense all copies of such registration statement or prospectus. The Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholderseach Selling Shareholder. (c) On or before the date on which the registration statement is declared effective, the Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholderseach Selling Shareholder, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders any Selling Shareholder or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) The Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders each Selling Shareholder included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each the New York Stock Exchange or such other securities exchange or exchanges on which the securities are Common Stock is then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders any Selling Shareholder (subject to the Company's ’s consent, which consent shall not be unreasonably withheldwithheld or delayed). (e) The Company shall make generally available to Shareholders each Selling Shareholder and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of the Company's ’s first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) The Company shall cooperate with Shareholders each Selling Shareholder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholdersany Selling Shareholder, may request, subject to the underwriters' ’ obligation to return any certificates representing unsold securities. (g) The Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders each Selling Shareholder or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) The Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholdersany Selling Shareholder, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders any Selling Shareholder or any such underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents, and properties of the Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. The Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) The Company shall use its reasonable efforts to obtain a "“cold comfort" ” letter and, as applicable, a "“long-form comfort letter" ” from the Company's ’s independent public accountants, and an opinion of counsel for the Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders any Selling Shareholder reasonably request. (j) The Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by the Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders any Selling Shareholder or the underwriters underwriter participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "“road show" ” presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If Company becomes obligated under this Article II to effect a registration of Registrable Securities on behalf of Shareholders, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. Company will also, with respect to any registration statement, file such post-post- effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 days after the effective date of the registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if If the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for Company, Company shall: (i) deliver to Shareholders, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders may reasonably request (in which case Shareholders shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to Shareholders, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.52.4, as many copies of the relevant prospectuses as Shareholders may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a2.4(a), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders written notice of the event or occurrence and prepare and furnish to Shareholders, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before the date on which the registration statement is declared effective, Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholders, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e) Company shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) Company shall cooperate with Shareholders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. The Stockholders understand that they have certain registration rights pursuant to this Section 1 with respect to the Shares, but other than as specifically set forth in this Section 1, the Company has not covenanted and is not obligated to furnish a registration statement under the Securities Act covering the Shares, to file a notification with respect to the Shares or to take any other action that would make available an exemption from registration. If the Company becomes obligated under the provisions of paragraph (a) or (b) of this Article II Section 1 to effect a registration of Registrable Securities shares of common stock on behalf of Shareholdersa Stockholder, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its own expense as provided in Section 4.23, shall prepare and file with the SEC Commission a registration statement covering such securities shares of common stock and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable its best efforts to cause the such registration statement to become effective. ; and the Company will also, with respect to any registration statement, file such post-effective amendments to the such registration statement (and use reasonable its best efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 days after the effective date of the such registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the such registration statement. Shareholders Each Stockholder shall promptly provide the Company with such information with respect to Shareholders' Registrable Securities such Stockholder's shares of common stock to be so registered and, if applicable, the proposed terms of their offering, the offering or distribution thereof as is required for the such registration. With respect to any registration under this Article IIFurther, if the Registrable Securities shares of common stock to be covered by the registration statement are not to be sold to or through underwriters acting for the Company, the Company shall: shall (i) deliver to Shareholders, the Stockholders as promptly as practicable, practicable as many copies of preliminary prospectuses as Shareholders the Stockholders may reasonably request (in which case Shareholders request, and such Stockholders shall keep a written record of the distribution of the such preliminary prospectuses and shall refrain from delivery of the such preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); , (ii) deliver to Shareholdersthe respective Stockholders, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable such 90-day period, or such longer period described in Section 2.5as is herein provided, as many copies of the relevant prospectuses required to be delivered in connection with the registration of shares of common stock to be sold or distributed under the registration statement as Shareholders the Selling Stockholders may reasonably request; and , and (iii) in case of the happening, after the effective date of the such registration statement and during the applicable 90 or 180such 90-day period, or such longer period described in the second sentence of Section 2.5(a)as is herein provided, of any event or occurrence as a result which would be set forth in an amendment of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit supplement to state any material fact required to be stated therein or necessary such prospectus to make any statement statements therein not misleading in the light of the circumstances in which it was mademisleading, give Shareholders the Stockholders written notice of the event or occurrence thereof and prepare and furnish to Shareholdersthe Stockholders, in such quantities as it they may reasonably request, copies of an amendment such amended prospectus or of or a such supplement to such be attached to the prospectus as may be necessary so in order that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securitiessupplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was they were made, not misleading. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before the date on which the registration statement is declared effective, Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholders, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e) Company shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) Company shall cooperate with Shareholders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If At such time as the Company becomes is obligated under this Article II to effect and maintain a registration of Registrable Securities on behalf of ShareholdersStockholders, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. Company will also, with respect to any registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 days after the effective date of the registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for Company, Company shall: (ia) deliver furnish to Shareholderseach Stockholder, as promptly as practicablewithout charge, as many copies of preliminary prospectuses each Prospectus, and any amendment or supplement thereto and such other documents as Shareholders the Stockholders Agent may reasonably request (in which case Shareholders shall keep a written record order to facilitate the public sale or other disposition of the distribution Registrable Securities; the Company hereby consents to the use of the preliminary prospectuses Prospectus by each Stockholder of Registrable Securities in connection with the offering and shall refrain from delivery sale of the preliminary prospectuses in any manner or under any circumstances which would violate Registrable Securities covered by the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States)Prospectus; (iii) deliver use all reasonable efforts to Shareholdersregister or qualify the Registrable Securities, as soon as practicable after no later than the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5Registration Statement becomes effective, under all applicable state securities or “blue sky” laws of such jurisdictions as many copies of the relevant prospectuses as Shareholders may Stockholders Agent shall reasonably request; and (ii) use all reasonable efforts to keep each such registration or qualification effective during the period the Shelf Registration Statement is required to be kept effective; and (iii) do any other acts and things which may be reasonably necessary or advisable to enable each Stockholder to consummate the disposition in case each such jurisdiction of such Registrable Securities owned by such Stockholder; provided, however, that the happening, after the effective date of the registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a), of any event or occurrence Company shall not be obligated to qualify as a result of which the prospectus, foreign corporation or as then a dealer in effect, would include an untrue statement of a material fact or omit to state securities in any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances jurisdiction in which it was madeis not so qualified or to consent to be subject to general service of process in any such jurisdiction; (c) notify each Stockholder promptly (i) when the Shelf Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective if the Shelf Registration Statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462, give Shareholders written notice (ii) of the event or occurrence and prepare and furnish to Shareholders, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (b) Company will notify Shareholders of any action issuance by the SEC or any Commission to suspend state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of any registration statement filed pursuant hereto the Shelf Registration Statement or the initiation or threatened initiation of any proceeding proceedings for such purpose that purpose, (iii) of any request by the SEC for amendments or supplements to the receipt by Shelf Registration Statement (including the related Prospectus) or for additional information relating thereto and (iv) if the Company of receives any notification with respect to the suspension of the qualification of the securities Registrable Securities for sale in any jurisdiction. Immediately upon receipt jurisdiction or the initiation of any proceeding for such notice, Shareholders shall cease purpose; (d) use reasonable efforts to offer or sell obtain the withdrawal of any Registrable Securities pursuant to order suspending the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly effectiveness of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will Shelf Registration Statement as promptly as practicable take practicable; (e) upon request, furnish to each Stockholder, without charge, at least one conformed copy of the Shelf Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (f) prepare and file with the SEC post-effective amendments to the Shelf Registration Statement and such action amendments to the Prospectus used in connection therewith as may be necessary to amend maintain the effectiveness of such registration or supplement as may be required by the rules, regulations or instructions applicable to the registration form utilized by the Company or by the Securities Act or the Exchange Act or the rules and regulations thereunder necessary to keep such registration statement or prospectus in order to effective for the period set forth or reflect such event or state in Section 2.1(b) of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before the date on which the registration statement is declared effective, Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholders, the underwriter or underwriters, if anythis Agreement, and their counselcause the Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act, in connection and to otherwise comply with the registration or qualification of) provisions of the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders or any underwriter reasonably requests; (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required Securities Act with respect to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in of all such jurisdictions of the Registrable Securities covered by the applicable registration statement, provided that Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified.Shelf Registration Statement during the effectiveness of the Shelf Registration Statement; and (dg) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e) Company shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning cooperate with the first day of Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) Company shall cooperate with Shareholders Stockholders and the managing underwriter or underwriters, if any, Stockholders Agent to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, may request, subject to the underwriters' obligation to return not bearing any certificates representing unsold securities. (g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration restrictive legends. Each selling Stockholder of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriterswhich any registration is being effected pursuant to this Agreement agrees, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant as a condition to the registration statementobligations with respect to such Stockholder provided herein, and any attorney, accountant or other agent retained by Shareholders or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive furnish to the Company or require significant management availability)such information regarding such Stockholder required to be included in the Shelf Registration Statement, including providing reasonable availability the ownership of appropriate members Registrable Securities by such Stockholder and the proposed distribution by such Stockholder of senior management of such Registrable Securities as the Company may from time to provide customary due diligence assistance time request in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering writing, including, for purposes of this provision, by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road showemail correspondence.

Covenants and Procedures. If Company EqualNet becomes obligated under this Article II to effect a registration of Registrable Securities Shares on behalf of Shareholders, then Creative (as applicable to the jurisdictions for which such registration is to be made):hereinafter called a "Selling Shareholder" then: (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, CompanyEqualNet, at its expense as provided in Section 4.24.1, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, Registrable Shares and shall use reasonable efforts to cause the registration statement to become effective. Company EqualNet will also, with respect to any registration statement, also file such post-effective amendments to the registration statement to be filed pursuant to Section 2.1 (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 120 days after the effective date of the registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders Each Selling Shareholder shall promptly provide Company EqualNet with such information with respect to Shareholders' such Selling Shareholder's Registrable Securities Shares to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if If the Registrable Securities Shares to be covered by the registration statement are not to be sold to or through underwriters acting for CompanyEqualNet, Company EqualNet shall: (i) deliver to Shareholderseach Selling Shareholder, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders each Selling Shareholder may reasonably request (in which case Shareholders each Selling Shareholder shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to Shareholderseach Selling Shareholder, as soon as practicable after the effective date of the registration statement, (and from time to time thereafter during the applicable period described in Section 2.5such 120-day or longer period), as many copies of the relevant prospectuses as Shareholders such Selling Shareholder may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during prior to completion of the applicable 90 or 180-day period described in the second sentence of Section 2.5(a)offering covered by such registration statement, of any event or occurrence as a result which would be set forth in an amendment of which or supplement to the prospectus, as then prospectus in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary order to make any statement therein statements in it not misleading in the light of the circumstances in which it was mademisleading, give Shareholders each Selling Shareholder written notice of the event or occurrence and prepare and furnish to Shareholderseach Selling Shareholder, in such quantities as it may reasonably request, copies of an amendment of the amended prospectus or a supplement to such be attached to the prospectus as may be necessary so in order that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securitiessupplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was they were made, not misleading. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before the date on which the registration statement is declared effective, Company EqualNet shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholderseach Selling Shareholder, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities Common Stock covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders any Selling Shareholder or any underwriter reasonably requests; (ii) use its reasonable efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities Common Stock covered by the applicable registration statement, provided that Company EqualNet will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (dc) Company EqualNet shall use its reasonable efforts to cause all Registrable Securities Shares of Shareholders a Selling Shareholder included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are Common Stock is then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (ed) Company EqualNet shall make generally available to Shareholders each Selling Shareholder and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of CompanyEqualNet's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company EqualNet timely files complete and accurate information on Forms 10-Q, 10-KY, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (fe) Company Upon consummation of the offering covered by the registration statement, EqualNet shall cooperate with Shareholders each Selling Shareholder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be Shares sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholdersthe Selling Shareholder, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (gf) Company EqualNet shall use its reasonable efforts to cause Registrable Securities Shares covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders the Selling Shareholder or the underwriter or underwriters, if any, to consummate the disposition of such securitiesCommon Stock. (hg) Company EqualNet shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholderseach Selling Shareholder, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders a Selling Shareholder or any such underwriter (collectively, the "Inspectors"), all nonconfidential financial and other records, pertinent corporate documents, and properties of Company (including non-public information)EqualNet, as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company EqualNet shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If Company becomes obligated under this Article II to effect a registration of Registrable Securities on behalf of Shareholders, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section 4.2, shall prepare and file with the SEC a registration statement covering such securities and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable efforts to cause the registration statement to become effective. Company will also, with respect to any registration statement, file such post-effective amendments to the registration statement (and use reasonable efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period of at least 90 days after the effective date of the registration statement or for such longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities to be so registered and, if applicable, the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article II, if the Registrable Securities to be covered by the registration statement are not to be sold to or through underwriters acting for Company, Company shall:Registrable (i) deliver to Shareholders, as promptly as practicable, as many copies of preliminary prospectuses as Shareholders may reasonably request (in which case Shareholders shall keep a written record of the distribution of the preliminary prospectuses and shall refrain from delivery of the preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); (ii) deliver to Shareholders, as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.52.4, as many copies of the relevant prospectuses as Shareholders may reasonably request; and (iii) in case of the happening, after the effective date of the registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a2.4(a), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders written notice of the event or occurrence and prepare and furnish to Shareholders, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading.be (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c) On or before the date on which the registration statement is declared effective, Company shall use its reasonable efforts to: (i) register or qualify (and cooperate with Shareholders, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of) the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction as Shareholders or any underwriter reasonably requests; (ii) use its reasonable efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the registration statement or prospectus is required to be kept effective; and (iii) do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities Common Stock covered by the applicable registration statement, provided that Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d) Company shall use its reasonable efforts to cause all Registrable Securities of Shareholders included in the registration statement to be listed, by the date of the first sale of such shares pursuant to such registration statement, on each securities exchange on which the securities are then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e) Company shall make generally available to Shareholders and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of Company's first fiscal quarter commencing after the effective date of the registration statement. The earnings statement shall cover such 12-month period. This requirement will be deemed to be satisfied if Company timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act as soon as feasible. (f) Company shall cooperate with Shareholders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Shareholders, may request, subject to the underwriters' obligation to return any certificates representing unsold securities. (g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.

Covenants and Procedures. If and whenever the Company becomes obligated under this Article II is required hereunder to effect a the registration of Registrable Shares under the Securities on behalf of ShareholdersAct, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section 4.23 hereof and as expeditiously as possible, shall shall: (i) In accordance with the Securities Act and all applicable rules and regulations, promptly, and in any event within 45 days after the request, prepare and file with the SEC Commission a registration statement covering such securities the Shares requested to be registered and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable its best efforts to cause the such registration statement to become and remain effective. The Company will also, with respect to any registration statement, file such post-effective amendments to the such registration statement (and use reasonable its best efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period until the earlier of at least 90 days the completion of the distribution of all shares under the registration statement or two (2) years after the effective date of the registration statement; PROVIDED that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to counsel selected by the Stockholder, and the sales or placement agent or agents, if any, for the Shares and the managing underwriter or underwriters, if any, draft copies of all such longer perioddocuments proposed to be filed at least seven (7) days prior to such filing, which documents will be subject to the reasonable review of the Stockholder, the sales or placement agent or agents, if any, for the Shares and the managing underwriter or underwriters, if any, and their respective agents and representatives and (A) the Company will not include in any registration statement information concerning or relating to exceed 180 days, as the Stockholder to which the Stockholder shall reasonably object in writing (unless in the reasonable opinion of outside counsel the inclusion of such information is required by applicable law or the regulations of any securities exchange to which the Company may be required under subject), and (B) the plan Company will not file any registration statement pursuant to Section 1(b) or plans of distribution set forth amendment thereto or any prospectus or any supplement thereto to which the Stockholder and managing underwriter shall reasonably object in writing; If the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities offering is to be so registered andunderwritten, in whole or in part, enter into a written underwriting agreement in form and substance reasonably satisfactory to the managing underwriter of the public offering, the Stockholder and the Company; (A) Deliver to the Stockholder, the sales or placement agent or agents, if applicableany, and the proposed terms of their offering, as is required for the registration. With respect to any registration under this Article IImanaging underwriter or underwriters, if the Registrable Securities to be covered by the registration statement are not to be sold to any, ("Underwriter or through underwriters acting for Company, Company shall: (iUnderwriters") deliver to Shareholders, as promptly as practicable, practicable as many copies of preliminary prospectuses as Shareholders may the Stockholder reasonably request (in which case Shareholders requests, and the Stockholder shall keep keep, or cause to be kept, a written record of the distribution of the such preliminary prospectuses and shall refrain from delivery of the such preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States);, (iiB) deliver Deliver to Shareholders, the Stockholder and the Underwriters as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5, as many copies of the relevant prospectuses required to be delivered in connection with the sale of Shares registered under the registration statement as Shareholders may the Stockholder or Underwriters reasonably request; and, (iiiC) in In case of the happening, after the effective date of the such registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a)statement, of any event or occurrence as a result which is required or may be advisable, in the judgment of which the prospectusCompany, as then in effectthe Stockholder, would include an untrue statement of a material fact or omit to state any material fact required Underwriter and their counsel to be stated therein set forth in an amendment of or necessary supplement to such prospectus to make any statement statements therein not misleading in the light of the circumstances in which it was mademisleading, give Shareholders the Stockholder and Underwriters written notice of the event or occurrence thereof and prepare and furnish to Shareholders, the Stockholder and Underwriters in such quantities as it may reasonably request, copies of an amendment such amended prospectus or of or a such supplement to such be attached to the prospectus as may be necessary so in order that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securitiessupplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was they were made, not misleadingmisleading and to comply with the Securities Act, and (D) Deliver to the Company and the Underwriters upon reasonable request copies of any documents incorporated into any such registration statement, prospectus, amendment or supplement. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (cii) On or before prior to the date on which the registration statement is declared effective, Company shall use its reasonable best efforts to: (i) to register or qualify (qualify, and cooperate with Shareholdersthe Stockholder, the underwriter Underwriter or underwritersUnderwriters, if any, and their counsel, in connection with the registration or qualification of) of the securities Shares covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as Shareholders the Stockholder or any underwriter Underwriter reasonably requests; (ii) , to use its best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the such registration statement or prospectus is required to be kept effective; and (iii) effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities Shares covered by the applicable registration statement; PROVIDED, provided HOWEVER, that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (diii) Company shall use Use its reasonable best efforts to cause all Registrable Securities of Shareholders the Shares included in the such registration statement to be listed, by the date of the first sale of such shares Common Stock pursuant to such registration statement, on each securities exchange on which the securities are Common Stock of the Company is then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (eiv) Company shall make Make generally available to Shareholders the Stockholder and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement. The , which earnings statement shall cover such said 12-month period. This , which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on annual and period reports, including on Forms 10-QQSB, 10-KKSB, and (if needed) 8-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and otherwise complies with Rule 158 under the Securities Act as soon as feasibleAct. (fv) Company shall cooperate Cooperate with Shareholders the Stockholder and the managing underwriter Underwriter or underwritersUnderwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities the Shares to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter Underwriter or underwritersUnderwriters, if any, or Shareholders, may requestthe Stockholder requests, subject to the underwriters' obligation to return any certificates representing unsold securitiessecurities not sold. (gvi) Company shall use Use its reasonable best efforts to cause Registrable Securities the Shares covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in within the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders the Stockholder or the underwriter Underwriter or underwritersUnderwriters, if any, to consummate the disposition of such securitiesShares. (hvii) Company shall, during normal business hours and upon reasonable notice, make Make available for inspection by Shareholders, any the Stockholder and each underwriter participating in any offering disposition pursuant to the such registration statement, and any attorney, accountant or other agent retained by Shareholders the Stockholder or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, documents and properties of Company (including non-public information)the Company, as shall be reasonably necessary to enable the Inspectors them to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form responsibility, and substance. Company shall also cause its the Company's officers, directors, employees and employees independent public accountants to supply all nonconfidential information reasonably requested by any such Inspector in connection with the such registration statement, in each case to the extent necessary to enable the Stockholder and any underwriter to conduct a "reasonable investigation" for purposes of Section 11(a) of the Securities Act. (iviii) Company shall use its reasonable efforts to obtain Obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from the Company's independent public accountants, accountants and an opinion of counsel for the Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions of counsel in connection with public offerings of securities, as Shareholders the Stockholder or underwriters may reasonably request. (jix) If requested by the Stockholder, promptly incorporate in a prospectus, prospectus supplement or post-effective amendment such information as the Stockholder reasonably specifies should be included therein, including, without limitation, information relating to the planned distribution of Shares, the number of Shares being sold by the Stockholder, the name and description of the Stockholder, the offering price of such Shares and any discount, commission or other compensation payable in respect of the Shares being sold, the purchase price being paid therefor to the Stockholder and information with respect to any other terms of the offering of the Shares to be sold in such offering, except to the extent that the Company shall enter into is advised in a written opinion of outside counsel that the inclusion of such information is reasonably likely to violate applicable securities laws; and make all required filings of such prospectus, prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus, prospectus supplement or post-effective amendment. (x) If requested by the Stockholder, use reasonable efforts to participate in and assist with a "road show" any other customary agreements (including an underwriting agreement containing marketing efforts in connection with the sale of the Shares pursuant to such representations registration statement, at such times and warranties by in such manner as the Company and such other terms the Stockholder mutually may determine. (xi) Promptly notify the Stockholder and provisionsunderwriters, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory after becoming aware thereof, when the registration statement or any related prospectus or any amendment or supplement has been filed, and, with respect to the Companyregistration statement or any post-effective amendment, when the same has become effective, of (A) and take all such other actions as Shareholders any request by the Commission for amendments or supplements to the registration statement or the underwriters participating in such offering and sale may reasonably request in related prospectus or for additional information, (B) the issuance by the Commission of any stop order to expedite suspending the effectiveness of the registration statement or facilitate such offering and sale the initiation of any proceedings for that purpose, (other than such actions which are disruptive C) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose or (D) the happening of any event which makes any statement in the registration statement or any post-effective amendment thereto, prospectus or any amendment or supplement thereto, or any document incorporated therein by reference untrue in any material respect or which requires the making of any changes in the registration statement or post-effective amendment thereto or any prospectus or amendment or supplement thereto so that they will not contain any untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made) not misleading. (xii) In the case of a Block Trade (defined below): (A) obtain an opinion of counsel addressed to the Stockholder and the other party to the "block trade" covering matters that are no more extensive in scope than would be customarily covered in opinions obtained in secondary underwritten offerings by issuers with similar market capitalization and reporting and financial histories; (B) obtain a "cold comfort" letter from the independent public accountants of the Company or require significant management availability)covering matters that are no more extensive in scope than would be customarily covered in "cold comfort" letters and updates obtained in secondary underwritten offerings by issuers with similar market capitalization and reporting and financial histories, including providing reasonable availability provided that the letter described in this clause (B) shall only be required to the extent such letters are being issued in respect of appropriate members non-underwritten secondary offerings under then prevailing accounting practices; and (C) deliver a certificate of a senior management executive officer of the Company to provide customary due diligence assistance cover matters no more extensive in connection with any offering and to participate scope than those matters customarily covered in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling issuers with similar market capitalization and duration of any road showreporting and financial histories.

Covenants and Procedures. If and whenever the Company becomes obligated under this Article II is required hereunder to effect a the registration of Registrable Shares under the Securities on behalf of ShareholdersAct, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section 4.23 hereof and as expeditiously as possible, shall shall: (1) In accordance with the Securities Act and all applicable rules and regulations, promptly, and in any event within forty-five (45) days of the request, prepare and file with the SEC Commission a registration statement covering such securities the Shares requested to be registered and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable its best efforts to cause the such registration statement to become and remain effective. The Company will also, with respect to any registration statement, file such post-effective amendments to the such registration statement (and use reasonable its best efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period until the earlier of at least 90 days the completion of the distribution of all shares under the registration statement or two (2) years after the effective date of the registration statement; PROVIDED that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to counsel selected by the Stockholder, and the sales or placement agent or agents, if any, for the Shares and the managing underwriter or underwriters, if any, draft copies of all such longer perioddocuments proposed to be filed at least seven (7) days prior to such filing, which documents will be subject to the reasonable review of the Stockholder, the sales or placement agent or agents, if any, for the Shares and the managing underwriter or underwriters, if any, and their respective agents and representatives and (x) the Company will not include in any registration statement information concerning or relating to exceed 180 days, as the Stockholder to which the Stockholder shall reasonably object in writing (unless in the reasonable opinion of outside counsel the inclusion of such information is required by applicable law or the regulations of any securities exchange to which the Company may be required under subject), and (y), the plan Company will not file any registration statement pursuant to Section 1(b) or plans of distribution set forth amendment thereto or any prospectus or any supplement thereto to which the Stockholder and managing Underwriter shall reasonably object in writing; If the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities offering is to be so registered andunderwritten, if applicablein whole or in part, enter into a written underwriting agreement in form and substance reasonably satisfactory to the managing underwriter of the public offering, the proposed terms of their offering, as is required for Stockholder and the registration. With respect to any registration under this Article II, if Company; If the Registrable Securities Shares to be covered by the registration statement are not to be sold to or through underwriters acting for the Company, the Company shall: : (iw) deliver to Shareholdersthe Stockholder, the sales or placement agent or agents, if any, and the managing underwriter or underwriters, if any, ("Underwriter or Underwriters") as promptly as practicable, practicable as many copies of preliminary prospectuses as Shareholders may the Stockholder reasonably request (in which case Shareholders requests, and the Stockholder shall keep keep, or cause to be kept, a written record of the distribution of the such preliminary prospectuses and shall refrain from delivery of the such preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); , (iix) deliver to Shareholdersthe Stockholder, and the Underwriters as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5, as many copies of 5 the relevant prospectuses required to be delivered in connection with the sale of Shares registered under the registration statement as Shareholders may the Stockholder or Underwriter reasonably request; and , (iiiy) in case of the happening, after the effective date of the such registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a)statement, of any event or occurrence as a result which is required or may be advisable, in the judgment of which the prospectusCompany, as then in effectthe Stockholder, would include an untrue statement of a material fact or omit to state any material fact required Underwriter and their counsel to be stated therein set forth in an amendment of or necessary supplement to such prospectus to make any statement statements therein not misleading in the light of the circumstances in which it was mademisleading, give Shareholders the Stockholder and Underwriter written notice of the event or occurrence thereof and prepare and furnish to Shareholdersthe Stockholder, and Underwriters in such quantities as it may reasonably request, copies of an amendment such amended prospectus or of or a such supplement to such be attached to the prospectus as may be necessary so in order that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securitiessupplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was they were made, not misleadingmisleading and to comply with the Securities Act, and (z) deliver to the Company and the Underwriters upon reasonable request copies of any documents incorporated into any such registration statement, prospectus, amendment or supplement. (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c2) On or before prior to the date on which the registration statement is declared effective, the Company shall use its reasonable best efforts to: (i) to register or qualify (qualify, and cooperate with Shareholdersthe Stockholder, the underwriter Underwriter or underwritersUnderwriters, if any, and their counsel, in connection with the registration or qualification of) of the securities Shares covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as Shareholders the Stockholder or any underwriter Underwriter reasonably requests; (ii) , to use its best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the such registration statement or prospectus is required to be kept effective; and (iii) effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities Shares covered by the applicable registration statement, ; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d3) The Company shall use its reasonable best efforts to cause all Registrable Securities of Shareholders the Stockholder's Shares included in the such registration statement to be listed, by the date of the first sale of such shares Common Stock pursuant to such registration statement, on each securities exchange on which the securities are Common Stock of the Company is then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e4) The Company shall make generally available to Shareholders the Stockholder and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than 45 forty-five (45) days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement. The , which earnings statement shall cover such said 12-month period. This , which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-QQSB, 10-KKSB, and (if needed) 8-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and otherwise complies with Rule 158 under the Securities Act as soon as feasibleAct. (f5) The Company shall cooperate with Shareholders the Stockholder and the managing underwriter Underwriter or underwritersUnderwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities the Shares to be sold under the registration 6 statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter Underwriter or underwritersUnderwriters, if any, or Shareholders, may requestthe Stockholder requests, subject to the underwriters' obligation to return any certificates representing unsold securitiessecurities not sold. (g6) The Company shall use its reasonable best efforts to cause Registrable Securities the Stockholder's Shares covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in within the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders the Stockholder or the underwriter Underwriter or underwritersUnderwriters, if any, to consummate the disposition of such securitiesShares. (h7) The Company shall, during normal business hours and upon reasonable notice, shall make available for inspection by Shareholders, any underwriter the Stockholder and each Underwriter participating in any offering disposition pursuant to the such registration statement, and any attorney, accountant or other agent retained by Shareholders the Stockholder or any such underwriter Underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, documents and properties of Company (including non-public information)the Company, as shall be reasonably necessary to enable the Inspectors them to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form responsibility, and substance. Company shall also cause its the Company's officers, directors, employees, and employees independent public accountants to supply all nonconfidential information reasonably requested by any such Inspector in connection with the such registration statement, in each case to the extent necessary to enable the Stockholder and any Underwriter to conduct a "reasonable investigation" for purposes of Section 11(a) of the Securities Act. (i) 8) The Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from the Company's independent public accountants, and an opinion of counsel for the Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions of counsel in connection with public offerings of securities, as Shareholders the Stockholder or Underwriters may reasonably request. (j9) If requested by the Stockholder, the Company shall enter into promptly incorporate in a prospectus, prospectus supplement or post-effective amendment such information as the Stockholder reasonably specifies should be included therein, including, without limitation, information relating to the planned distribution of Shares, the number of Shares being sold by the Stockholder, the name and description of the Stockholder, the offering price of such Shares and any discount, commission or other compensation payable in respect of the Shares being sold, the purchase price being paid therefor to the Stockholder and information with respect to any other terms of the offering of the Shares to be sold in such offering, except to the extent that the Company is advised in a written opinion of outside counsel that the inclusion of such information is reasonably likely to violate applicable securities laws; and make all required filings of such prospectus, prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus, prospectus supplement or post-effective amendment. (10) If requested by the Stockholder the Company shall use reasonable efforts to participate in and assist with a "road show" any other customary agreements (including an underwriting agreement containing marketing efforts in connection with the sale of Shares pursuant to such representations registration statement, at such times and warranties by in such manner as the Company and such other terms the Stockholder mutually may determine. 7 (11) The Company shall promptly notify the Stockholder and provisionsUnderwriters, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory after becoming aware thereof, when the registration statement or any related prospectus or any amendment or supplement has been filed, and, with respect to the Companyregistration statement or any post-effective amendment, when the same has become effective, (A) and take all such other actions as Shareholders of any request by the Commission for amendments or supplements to the registration statement or the underwriters participating in such offering and sale may reasonably request in related prospectus or for additional information, (B) of the issuance by the Commission of any stop order to expedite suspending the effectiveness of the registration statement or facilitate such offering and sale the initiation of any proceedings for that purpose, (other than such actions which are disruptive C) of the receipt by the Company of any notification with respect to the Company suspension of the qualification of the Shares for sale in any jurisdiction or require significant management availabilitythe initiation of any proceeding for such purpose or (D) of the happening of any event which makes any statement in the registration statement or any post-effective amendment thereto, prospectus or any amendment or supplement thereto, or any document incorporated therein by reference untrue in any material respect or which requires the making of any changes in the registration statement or post-effective amendment thereto or any prospectus or amendment or supplement thereto so that they will not contain any untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made) not misleading. (12) In the case of a Block Trade (defined below), including providing reasonable availability the Company shall: (1) obtain an opinion of appropriate members counsel addressed to the Stockholder and the other party to the "block trade" covering matters that are no more extensive in scope than would be customarily covered in opinions obtained in secondary underwritten offerings by issuers with similar market capitalization and reporting and financial histories; (2) obtain a "cold comfort" letter from the independent public accountants of the Company and covering matters that are no more extensive in scope than would be customarily covered in "cold comfort" letters and updates obtained in secondary underwritten offerings by issuers with similar market capitalization and reporting and financial histories, provided that the letter described in this clause (2) shall only be required to the extent such letters are being issued in respect of non-underwritten secondary offerings under then prevailing accounting practices; and (3) deliver a certificate of a senior management executive officer of the Company to provide customary due diligence assistance cover matters no more extensive in scope than those matters customarily underwritten offerings by issuers with similar market capitalization and reporting and financial histories. "Block Trade" shall mean the disposition, in connection with any offering and to participate a Shelf Registration, at a single time in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering a single transaction, including through one or more placement agents, by the Company Stockholder, of its Common Stock, after taking into account the reasonable business requirements any or all of the Company in determining Registrable Shares to one or more Institutional Investors. "Institutional Investor" shall mean any insurance company, pension fund, mutual fund, investment company, commercial bank, savings bank, savings and loan association, investment banking company, trust company or any finance or credit company, or any portfolio or investment fund managed by any of the scheduling and duration of any road showforegoing.

Covenants and Procedures. If and whenever the Company becomes obligated under this Article II is required hereunder to effect a the registration of Registrable Shares under the Securities on behalf of ShareholdersAct, then (as applicable to the jurisdictions for which such registration is to be made): (a) With respect to registrations pursuant to either Section 2.1 or Section 2.2, Company, at its expense as provided in Section 4.23 hereof and as expeditiously as possible, shall shall: (1) In accordance with the Securities Act and all applicable rules and regulations, promptly, and in any event within forty-five (45) days of the request, prepare and file with the SEC Commission a registration statement covering such securities the Shares requested to be registered and such other related documents as may be necessary or appropriate relating to the proposed distribution, and shall use reasonable its best efforts to cause the such registration statement to become and remain effective. The Company will also, with respect to any registration statement, file such post-effective amendments to the such registration statement (and use reasonable its best efforts to cause them to become effective) and such supplements as are necessary so that current prospectuses are at all times available for a period until the earlier of at least 90 days the completion of the distribution of all shares under the registration statement or two (2) years after the effective date of the registration statement; PROVIDED that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to counsel selected by the Stockholder, and the sales or placement agent or agents, if any, for the Shares and the managing underwriter or underwriters, if any, draft copies of all such longer perioddocuments proposed to be filed at least seven (7) days prior to such filing, which documents will be subject to the reasonable review of the Stockholder, the sales or placement agent or agents, if any, for the Shares and the managing underwriter or underwriters, if any, and their respective agents and representatives and (x) the Company will not include in any registration statement information concerning or relating to exceed 180 days, as the Stockholder to which the Stockholder shall reasonably object in writing (unless in the reasonable opinion of outside counsel the inclusion of such information is required by applicable law or the regulations of any securities exchange to which the Company may be required under subject), and (y), the plan Company will not file any registration statement pursuant to Section 1(b) or plans of distribution set forth amendment thereto or any prospectus or any supplement thereto to which the Stockholder and managing Underwriter shall reasonably object in writing; If the registration statement. Shareholders shall promptly provide Company with such information with respect to Shareholders' Registrable Securities offering is to be so registered andunderwritten, if applicablein whole or in part, enter into a written underwriting agreement in form and substance reasonably satisfactory to the managing underwriter of the public offering, the proposed terms of their offering, as is required for Stockholder and the registration. With respect to any registration under this Article II, if Company; If the Registrable Securities Shares to be covered by the registration statement are not to be sold to or through underwriters acting for the Company, the Company shall: : (iw) deliver to Shareholdersthe Stockholder, the sales or placement agent or agents, if any, and the managing underwriter or underwriters, if any, ("Underwriter or Underwriters") as promptly as practicable, practicable as many copies of preliminary prospectuses as Shareholders may the Stockholder reasonably request (in which case Shareholders requests, and the Stockholder shall keep keep, or cause to be kept, a written record of the distribution of the such preliminary prospectuses and shall refrain from delivery of the such preliminary prospectuses in any manner or under any circumstances which would violate the Securities Act or the securities laws of any other jurisdiction, including the various states of the United States); , (iix) deliver to Shareholdersthe Stockholder, and the Underwriters as soon as practicable after the effective date of the registration statement, and from time to time thereafter during the applicable period described in Section 2.5, as many copies of the relevant prospectuses required to be delivered in connection with the sale of Shares registered under the registration statement as Shareholders may the Stockholder or Underwriter reasonably request; and , (iiiy) in case of the happening, after the effective date of the registration statement and during the applicable 90 or 180-day period described in the second sentence of Section 2.5(a), of any event or occurrence as a result of which the prospectus, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein not misleading in the light of the circumstances in which it was made, give Shareholders written notice of the event or occurrence and prepare and furnish to Shareholders, in such quantities as it may reasonably request, copies of an amendment of or a supplement to such prospectus as may be necessary so that the prospectus, as so amended or supplemented and thereafter delivered to purchasers of the securities, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading.the (b) Company will notify Shareholders of any action by the SEC or any Commission to suspend the effectiveness of any registration statement filed pursuant hereto or the initiation or threatened initiation of any proceeding for such purpose or the receipt by Company of any notification with respect to the suspension of the qualification of the securities for sale in any jurisdiction. Immediately upon receipt of any such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to the registration statement or prospectus in the jurisdiction to which such order or suspension relates. Company will also notify Shareholders promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of Company, should be set forth in such registration statement or prospectus. Immediately upon receipt of such notice, Shareholders shall cease to offer or sell any Registrable Securities pursuant to such registration statement or prospectus, cease to deliver or use such registration statement or prospectus and, if so requested by Company, return to Company at Company's expense all copies of such registration statement or prospectus. Company will as promptly as practicable take such action as may be necessary to amend or supplement such registration statement or prospectus in order to set forth or reflect such event or state of facts and provide copies of such proposed amendment or supplement to Shareholders. (c2) On or before prior to the date on which the registration statement is declared effective, the Company shall use its reasonable best efforts to: (i) to register or qualify (qualify, and cooperate with Shareholdersthe Stockholder, the underwriter Underwriter or underwritersUnderwriters, if any, and their counsel, in connection with the registration or qualification of) of the securities Shares covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as Shareholders the Stockholder or any underwriter Underwriter reasonably requests; (ii) , to use its best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period the such registration statement or prospectus is required to be kept effective; and (iii) effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities Shares covered by the applicable registration statement, ; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified. (d3) The Company shall use its reasonable best efforts to cause all Registrable Securities of Shareholders the Stockholder's Shares included in the such registration statement to be listed, by the date of the first sale of such shares Common Stock pursuant to such registration statement, on each securities exchange on which the securities are Common Stock of the Company is then listed or proposed to be listed, if any, as directed by the Apollo/Blackstone Shareholders (subject to the Company's consent, which consent shall not be unreasonably withheld). (e4) The Company shall make generally available to Shareholders the Stockholder and any underwriter participating in the offering conducted pursuant to the registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than 45 forty-five (45) days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement. The , which earnings statement shall cover such said 12-month period. This , which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-QQSB, 10-KKSB, and (if needed) 8-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and otherwise complies with Rule 158 under the Securities Act as soon as feasibleAct. (f5) The Company shall cooperate with Shareholders the Stockholder and the managing underwriter Underwriter or underwritersUnderwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities the Shares to be sold under the registration statement, and to enable such securities to be in such denominations and registered in such names as the managing underwriter Underwriter or underwritersUnderwriters, if any, or Shareholders, may requestthe Stockholder requests, subject to the underwriters' obligation to return any certificates representing unsold securitiessecurities not sold. (g) Company shall use its reasonable efforts to cause Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States (including the registration of Registrable Securities under the Exchange Act) as may be necessary to enable Shareholders or the underwriter or underwriters, if any, to consummate the disposition of such securities. (h) Company shall, during normal business hours and upon reasonable notice, make available for inspection by Shareholders, any underwriter participating in any offering pursuant to the registration statement, and any attorney, accountant or other agent retained by Shareholders or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, and properties of Company (including non-public information), as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibilities; provided that any Inspector receiving non-public information shall have previously entered into an appropriate confidentiality agreement in mutually satisfactory form and substance. Company shall also cause its officers, directors, and employees to supply all nonconfidential information reasonably requested by any Inspector in connection with the registration statement. (i) Company shall use its reasonable efforts to obtain a "cold comfort" letter and, as applicable, a "long-form comfort letter" from Company's independent public accountants, and an opinion of counsel for Company, each in customary form and covering such matters of the type customarily covered by cold comfort letters and long form comfort letters and legal opinions in connection with public offerings of securities, as Shareholders reasonably request. (j) Company shall enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Company and such other terms and provisions, as are customarily contained in underwriting agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as Shareholders or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale (other than such actions which are disruptive to the Company or require significant management availability), including providing reasonable availability of appropriate members of senior management of the Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any road show.