Common use of Deferral of Filing Clause in Contracts

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”), or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, without limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 2.2.3 shall be lifted, and the Registration Statement shall be filed promptly, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering is completed or abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 2.2.3, the Company shall promptly (but in any event within five (5) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 and an approximation of the anticipated delay. On the 20th day after the Private Equity Holders have received such certificate, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawn.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BBUC may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BBUC receives the Demand Request, the Company or any of its subsidiaries BBUC is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BBUC determines in good faith that such disclosure would be materially detrimental to the Company BBUC and its stockholders shareholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BBUC had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BBUC’s securities for BBUC’s account and the Company had BBUC has taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BBUC receives the Demand Request, BBUC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for BBUC’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BBUC shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer of BBUC or the Company Board of Directors of BBUC stating that the Company BBUC is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BBUC; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BBUC may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 3.1 until a date not to exceed 60 later than 120 days after the Required Filing Date (or, if longer, 60 120 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its subsidiaries is Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, Company is engaged in or the Board of Directors had has determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringoffering (in either case, a "Deferral Event"). A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 subsection (d) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed either consummated or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.3subsection (d), the Company shall promptly (but in any event within five (5) daysBusiness Days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering WIC a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, WIC on behalf of Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnhave been made for all purposes of this Agreement.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (or, if longer, 60 90) days after in the filing date of the registration statement contemplated by clause (ii) below) aggregate in any twelve-month period if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure registration would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days required by this Section 2.2 until after the Required Filing Date (ori) for a period not to exceed one hundred eighty (180) days, if longerif, 60 days after at the filing date of time the registration statement contemplated by clause Company receives the Demand Request, there exists a Material Disclosure Event, or (ii) belowfor a period not to exceed one hundred eighty (180) days, if (i) at the time the Company receives the Demand Request, the Board determines in its reasonable judgment that such Underwritten Registration would (A) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to B) render the Company and its stockholders (an “Adverse Disclosure”), unable to comply with requirements under the Securities Act or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, without limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringExchange Act. A deferral of the filing of a Registration Statement pursuant to this Section 2.2.3 2.2(g) shall be lifted, and the requested Registration Statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the proposed acquisition, corporate organization or similar transaction is abandoned, or, in the cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Underwritten Registration would no longer render the Company Primary Offering is completed unable to comply with the requirements under the Securities Act or abandonedthe Exchange Act. In order to defer the filing of a Registration Statement pursuant to this Section 2.2.32.2(g), the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.2(g), a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement and the Company shall pay all expenses of such withdrawn automatically unless, prior Underwritten Registration in accordance with Section 2.7 hereof. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2.2(g) only once in any consecutive twelve (12)-month period; provided that any deferral pursuant to this Section 2.2(g) shall be deemed to be a “Suspension Period” for purposes of Section 2.6 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.6. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.2(g) and all facts and circumstances relating to such 20th day, exercise until such information is made public by the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnCompany.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BIPC may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BIPC receives the Demand Request, the Company or any of its subsidiaries BIPC is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BIPC determines in good faith that such disclosure would be materially detrimental to the Company BIPC and its stockholders shareholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BIPC had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BIPC’s securities for BIPC’s account and the Company had BIPC has taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BIPC receives the Demand Request, BIPC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for BIPC’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BIPC shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer of BIPC or the Company Board of Directors of BIPC stating that the Company BIPC is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BIPC; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BIPC may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 3.1 until a date not to exceed 60 later than 180 days after the Required Filing Date (or, if longer, 60 180 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 3.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.33.1.6, the Company shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 3.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 3.1 until a date not to exceed 60 later than 180 days after the Required Filing Date (or, if longer, 60 180 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 3.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.33.1.6, the Company shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder requesting and each holder of Other Registrable Shares that requested the inclusion of Registrable Shares shares in the Demand Offering Registration a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 3.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by this Section 2 until a date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, : (i) the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Demand Registration Statement (but would not be required if such Demand Registration Statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”), or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, without limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringshareholders. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2(e) shall be lifted, and the Registration Statement requested registration statement shall be filed promptly, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, forthwith if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32(e)(i), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the Chairman of the Board of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2(e) and an approximation the basis therefor in such detail as the Company reasonably believes, after consultation with legal counsel, may be provided without obligating the Company to make such disclosure to the public generally. Within twenty (20) days after receiving such certificate, the holders of a majority of the anticipated delayRegistrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Company. On the 20th day after the Private Equity Holders have received such certificateIf so withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement; or (ii) the Company is engaged, prior or has fixed plans to engage within 60 days, in an underwritten primary registration at the time that a Demand Request is made. Within twenty (20) days after receiving notification from the Company of such 20th dayunderwritten primary registration, the Private Equity holders of a majority of the Registrable Shares held by the Requesting Holders deliver to the Company a written and for which registration was previously requested may withdraw such request by giving notice to the effect that they do not want Company. If so withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. A deferral of the filing of a registration statement pursuant to this clause of Section 2(e) shall be withdrawnlifted, and the requested registration statement shall be filed forthwith upon the effectiveness of the Company's underwritten primary registration. The Company may defer the filing of a particular registration statement pursuant to this Section 2(e) only once and the aggregate number of days in any 12 month period that the Company may defer all registration statements pursuant to this Section 2(e) shall not exceed 90.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, Parent may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement or prospectus supplement required by Section 2.01 until a date not to exceed 60 later than sixty (60) days after the Required Filing Date and not more than ninety (or, if longer, 60 90) days after in the filing date of the registration statement contemplated by clause aggregate in any twelve (ii) below) 12)-month period if (ia) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors of Parent or a committee of the Board of Directors of Parent determines in good faith that such disclosure registration would be materially detrimental to the Company Parent and its stockholders stockholders; provided, however, that the Board of Directors of Parent or such committee, as applicable, shall, in making such determination, take into consideration the benefit to Parent of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder; provided, further, however, that Parent may not defer a filing pursuant to this clause (an “Adverse Disclosure”)a) more than twice in any twelve (12)-month period with respect to a single offering of Registrable Securities, or (iib) prior to receiving the Demand Request, the Board of Directors Parent had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of Parent’s securities for Parent’s account and the Company Parent had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter underwriters for such offering) and is proceeding with reasonable diligence to effect such offeringoffering provided, however, that Parent may not defer a filing pursuant to this clause (b) more than once in any twelve (12)-month period with respect to a single offering of Registrable Securities. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations Board of Directors or other activities are disclosed or terminatedsuch committee of the Board of Directors determines that such registration would no longer be materially detrimental to Parent and its stockholders, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for Parent’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company Parent shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company Parent stating that the Company Parent is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to Parent; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnhave been made for all purposes of this Agreement.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 3.1 until a date not to exceed 60 later than 180 days after the Required Filing Date (or, if longer, 60 180 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 3.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, but no later than 90 days thereafter, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.33.1.6, the Company shall promptly (but in any event within five (5) days10 Business Days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 3.1.6 and a general statement of the reason for such deferral (but only to the extent such general statement is in compliance with applicable securities laws) and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Stockholders Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 3.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the (a) The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) and not more than once in any six-month period if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once. (b) Notwithstanding Section 2.1.6(a), prior with respect to two Demand Registrations only, if GECC or any Affiliate thereof makes a request for any such 20th dayDemand Registration, the Private Equity Holders deliver Company shall not have the right under Section 2.1.6(a) to defer the Company a written notice filing of such registration or to not file such registration statement during the effect that they do not want period from and including the Demand Request to be withdrawndate of this Agreement through and including the first anniversary thereof (the “No-Black-Out Period”).

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the (a) The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board board of Directors directors of the Company or a committee of the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)shareholders, or (ii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Majority Holders for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once. (b) Notwithstanding Section 2.1.6(a), prior with respect to two Demand Registrations only, if Helix or any Affiliate thereof makes a request for any such 20th dayDemand Registration, the Private Equity Holders deliver Company shall not have the right under Section 2.1.6(a) to defer the Company a written notice filing of such registration or to not file such registration statement during the effect that they do not want period from and including the Demand Request to be withdrawndate of this Agreement through and including the second anniversary thereof (the “No-Black-Out Period”).

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated required by clause (ii) below) Section 2.1 if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), ) and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)Company, until a date not later than 60 days after the Required Filing Date or (ii) subject to Section 2.1(e), the Company had received, prior to receiving such Demand Request, a Demand Request from a different group of Requesting Holders (a “Preferred Request”) and is proceeding with reasonable diligence to comply with the Preferred Request, until a date not later than the later of (A) six months after the effective date of such Preferred Request or (B) the end of the holdback period referred to in Section 2.3(a) above with respect to such Preferred Request or (iii) prior to receiving such Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the holdback period referred to in Section 2.3(a) above with respect to such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.3(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the Preferred Request is withdrawn, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.3(c), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.3(c) and an approximation the basis therefor in reasonable detail. Within 20 days after receiving such certificate, the Holders of a majority of the anticipated delayRegistrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Company. On the 20th day after the Private Equity Holders have received such certificateIf withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to have been made for all purposes of this Agreement. The Company may defer the filing of a Demand Registration pursuant to this Section 2.3(c) only one time during any 12-month period. Nothing in this paragraph shall affect the rights of the Holders under Section 2.2 to participate in any such 20th day, Demand Registration at such time as the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnfiling deferral is lifted in accordance with this Section 2.3(c).

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 hereof until a date not to exceed 60 later than 90 days after the Required Filing Date (or, if longer, 60 90 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (iib) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.8 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.8, the Company shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holder, as applicable, a certificate signed by an executive officer of the Company stating that the Board has determined in good faith that the Company is deferring such filing pursuant to this Section 2.2.3 2.8 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the Holders of a majority of the Registrable Shares held by the Requesting Holders, as applicable, and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.8 only once in any twelve-month period. The Company may defer a Shelf Takedown on the same terms as it may defer the filing of a registration statement under this Section 2.8, prior provided the 90 day deferral period shall be measured from the date the Company receives the Demand Request. If the Company declines to file any registration statement pursuant to this Section 2.8(a), it shall not file any registration statement (other than, in the case of clause (b) above, an Excluded Registration or such registration or offering giving rise to such 20th day, right under clause (b)) without the Private Equity Holders deliver to the Company a prior written notice to the effect that they do not want approval of the Demand Request to Holders, which approval may be withdrawnwithheld at the Demand Holders’ sole discretion, unless and until it files a registration statement including Registrable Shares under Section 2.1 hereof.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by this Section 2.1 until a date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) a Material Transaction exists at the time of such Required Filing Date; (ii) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders, or (iiiii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1(vi) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (iii) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iiiii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1(vi), the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1(vi) and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1(vi)(a) once in any twelve (12) month rolling period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2 until a date not to exceed later than 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is are engaged in confidential negotiations or other confidential business activitiesactivities that would be material to the Company, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)Company, or (ii) subject to Section 2(e), the Company had received, prior to receiving the Demand Request, a Demand Request from a different group of Requesting Holders (a "preferred request") and is proceeding with reasonable diligence to comply with the preferred request, or (iii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's equity securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the preferred request is withdrawn, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 4(c) and an approximation the basis therefor in reasonable detail. Within 20 days after receiving such certificate, the Holders of a majority of the anticipated delay. On Registrable Securities held by the 20th day after Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Private Equity Holders have received such certificateCompany; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a Demand Registration pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 4(c) only one time during any 12 month period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, OSI may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated required by clause (ii) below) Section 2 if (i) at the time the Company OSI receives the Demand Request, the Company or any of its subsidiaries OSI is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of OSI determines in good faith that such disclosure would not be materially detrimental to in the Company best interests of OSI and its stockholders (an “Adverse Disclosure”)stockholders, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of OSI's equity securities for OSI's account and the Company OSI had taken substantial steps (including, without limitationbut not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for OSI's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company OSI shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the President of the Company stating that the Company OSI is deferring such filing pursuant to this Section 2.2.3 and an approximation of the anticipated delay4(c). On the 20th day Within twenty days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such request by giving notice to OSI; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. OSI may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company this Section 4(c) for a written notice to the effect that they do not want the Demand Request to be withdrawnperiod of 45 days in any three month period and of all registration statements for a total of 90 days during any twelve month period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Shelf Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company receives the Demand Request, (i) the Company or any of its subsidiaries is are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), ) and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”), or (ii) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company, until a date not later than 60 days after the Required Filing Date or (b) prior to receiving the such Demand Request, the Board of Directors had determined to effect a Company Primary an Underwritten Offering pursuant to Section 2.3, of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the lock-up period referred to in the underwriting agreement relating to such Underwritten Offering. A deferral of the filing of a the Shelf Registration Statement pursuant to this Section 2.2.3 4.1 shall be lifted, and the Shelf Registration Statement shall be filed promptlyas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, or in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Underwritten Offering for the Company’s account is completed or abandoned. In order to defer the filing of a the Shelf Registration Statement pursuant to this Section 2.2.34.1, the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 4.1 and an approximation the basis therefor in reasonable detail. Within 20 days after receiving such certificate, the Majority Holders may withdraw the Demand Request by giving written notice to the Company, but following such withdrawal, the Holders shall be prohibited from making a Demand Request until the end of the anticipated delaydeferral period as contemplated by this Section 4.1. On the 20th day after the Private Equity Holders have received such certificateIf withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of the Shelf Registration Statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 4.1 only two times during any 12-month period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holdersin its sole and absolute discretion, defer (but not more than once in any 12-month period) the filing (but not and the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated required by clause (ii) below) Article II if (ia) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's equity securities for the Company's account and the Company had taken substantial steps (including, without limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4.3 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34.3, the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering TCB a certificate signed by an executive officer the President and CEO of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 4.3 and an approximation of the anticipated delaybasis therefor in reasonable detail. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, TCB, with respect to the Registrable Securities held by TCB for which registration was previously requested, may withdraw such request by giving notice to the Company; if withdrawn, such Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to this Section 4.3 without limitation as to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnnumber or length of any such deferrals.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the (a) The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board board of Directors directors of the Company or a committee of the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)shareholders, or (ii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once. (b) Notwithstanding Section 2.1.6(a), prior with respect to two Demand Registrations only, if CCU or any Affiliate thereof makes a request for any such 20th dayDemand Registration, the Private Equity Holders deliver Company shall not have the right under Section 2.1.6(a) to defer the Company a written notice filing of such registration or to not file such registration statement during the effect that they do not want period from and including the Demand Request to be withdrawndate of this Agreement through and including the second anniversary thereof (the “No-Black-Out Period”).

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BPY may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BPY receives the Demand Request, the Company or any of its subsidiaries BPY is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the general partner of BPY determines in good faith that such disclosure would be materially detrimental to the Company BPY and its stockholders unitholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BPY had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BPY’s securities for BPY’s account and the Company BPY had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BPY receives the Demand Request, BPY is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for BPY’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BPY shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer or the Board of Directors of the Company general partner of BPY stating that the Company BPY is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BPY; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BPY may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BIPC may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BIPC receives the Demand Request, the Company or any of its subsidiaries BIPC is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BIPC determines in good faith that such disclosure would be materially detrimental to the Company BIPC and its stockholders shareholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BIPC had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BIPC's securities for BIPC's account and the Company had BIPC has taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BIPC receives the Demand Request, BIPC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for BIPC's account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BIPC shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer of BIPC or the Company Board of Directors of BIPC stating that the Company BIPC is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BIPC; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BIPC may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than sixty (60) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board board of Directors directors of the Company or a committee of the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)shareholders, or (ii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to this Section 2.1.6(a) only once and may not defer the Company a written notice to the effect that they do not want the Demand Request to be withdrawnfiling of more than one (1) registration statement in any twelve (12) month period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Sections 2 or 4 until a date not to exceed later than 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders, or (ii) the Company had received, prior to receiving the Demand Request, a separate written demand request from a different person or group of persons having contractual rights (whether exercisable alone or in connection with other rights) to require the Company to file a registration statement (a "preferred request") and is proceeding with reasonable diligence to comply with the preferred request, or (iii) prior to receiving the Demand Request, the Board of Directors had formally determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's equity securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting and entering into a letter of intent with the managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 5(b) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the preferred request is withdrawn or effected, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.35(b), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 5(b) and an approximation of the anticipated delaybasis therefor in reasonable detail; provided, that the Company may not utilize this right more than [twice] in any 12-month period. On the 20th day Within 20 Business Days after the Private Equity Holders have received receiving such certificate, the Holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Company; if withdrawn, the Demand Request or the Shelf Request shall be deemed withdrawn automatically unless, prior not to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnhave been made for all purposes of this Agreement.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BBP may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BBP receives the Demand Request, the Company or any of its subsidiaries BBP is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the general partner of BBP determines in good faith that such disclosure would be materially detrimental to the Company BBP and its stockholders unitholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BBP had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BBP’s securities for BBP’s account and the Company BBP had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BBP receives the Demand Request, BBP is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for BBP’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BBP shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer or the Board of Directors of the Company general partner of BBP stating that the Company BBP is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BBP; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BBP may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BEPC may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BEPC receives the Demand Request, the Company or any of its subsidiaries BEPC is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BEPC determines in good faith that such disclosure would be materially detrimental to the Company BEPC and its stockholders shareholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BEPC had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BEPC’s securities for BEPC’s account and the Company had BEPC has taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BEPC receives the Demand Request, BEPC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for XXXX’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BEPC shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer of BEPC or the Company Board of Directors of BEPC stating that the Company BEPC is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BEPC; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BEPC may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the (a) The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders, or (ii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once. (b) Notwithstanding Section 2.1.6(a), prior with respect to two Demand Registrations only, if GEFAHI or any Affiliate thereof makes a request for any such 20th dayDemand Registration, the Private Equity Holders deliver Company shall not have the right under Section 2.1.6(a) to defer the Company a written notice filing of such registration or to not file such registration statement during the effect that they do not want period from and including the Demand Request to be withdrawndate of this Agreement through and including the second anniversary thereof (the “No-Black-Out Period”).

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for required by Section 3(a) until a reasonable period of time date not to exceed 60 later than 90 days after the Required Filing Date proposed filing date (or, if longer, 60 120 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the a written request for a Demand RequestRegistration from Xxxxxxx, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), ) and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”), or (ii) prior to receiving the a written request for a Demand RequestRegistration from Xxxxxxx, the Board of Directors of the Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering and the Board of Directors of the Company determines in good faith that the filing of a Registration Statement pursuant to Section 3(a), in light of the intended method of distribution, would materially adversely affect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 2.2.3 3(d) shall be lifted, lifted and the requested Registration Statement shall be filed promptly, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 2.2.33(d), the Company shall promptly (but in any event within five (5) ten days), upon determining to seek such deferral, deliver to each Holder requesting inclusion Xxxxxxx, on behalf of Registrable Shares in the Demand Offering a certificate signed by an executive officer all of the Company Holders, written notice stating that the Company is deferring such filing pursuant to this Section 2.2.3 3(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. On Within twenty days after receiving such notice, Xxxxxxx, on behalf of all of the 20th day after Holders, may withdraw his request for a Demand Registration by giving notice to the Private Equity Holders have received Company; if withdrawn, such certificate, the Demand Request request shall be deemed withdrawn automatically unless, not to have been made for purposes of this Agreement. The beginning of any deferral period shall be at least 360 days after the end of any prior to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawndeferral period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated required by clause (ii) below) Section 2 if (i) at the time the Company receives the Demand Request, (A) the Company or any of its subsidiaries is are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), ) and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company or (B) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and its stockholders (an “Adverse Disclosure”)the Board determines in good faith that such disclosure would be materially detrimental to the Company, until a date not later than 60 days after the Required Filing Date or (ii) prior to receiving the such Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the Lock-Up Period referred to in Section 4(a) above with respect to such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyas soon NINE ENERGY SERVICE, INC. EXHIBIT B TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, or in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 4(c) and an approximation the basis therefor in reasonable detail. Within 20 days after receiving such certificate, the Holders of a majority of the anticipated delayRegistrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Company, but following such withdrawal, each of the Requesting Holders shall be prohibited from making a Demand Request until the end of the deferral period as contemplated by the second sentence of this Section 4(c). On the 20th day after the Private Equity Holders have received such certificateIf withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to have been made for all purposes of this Registration Rights Agreement. The Company may defer the filing of a Demand Registration pursuant to this Section 4(c) only two times during any 12 month period. Nothing in this paragraph shall affect the rights of the Holders under Section 3 to participate in any such 20th day, Demand Registration at such time as the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnfiling deferral is lifted in accordance with this Section 4(c).

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for required by Section 3(a) until a reasonable period of time date not to exceed 60 later than 90 days after the Required Filing Date proposed filing date (or, if longer, 60 120 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives a written request for a Demand Registration from the Demand RequestHolders, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), ) and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”), or (ii) prior to receiving a written request for a Demand Registration from the Demand RequestHolders, the Board of Directors of the Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering and the Board of Directors of the Company determines in good faith that the filing of a Registration Statement pursuant to Section 3(a), in light of the intended method of distribution, would materially adversely affect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 2.2.3 3(d) shall be lifted, lifted and the requested Registration Statement shall be filed promptly, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 2.2.33(d), the Company shall promptly (but in any event within five (5) ten days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company Holders, written notice stating that the Company is deferring such filing pursuant to this Section 2.2.3 3(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty days after the Private Equity Holders have received receiving such certificatenotice, the Holders, may withdraw its request for a Demand Request Registration by giving notice to the Company; if withdrawn, such request shall be deemed withdrawn automatically unless, not to have been made for purposes of this Agreement. The beginning of any deferral period shall be at least 360 days after the end of any prior to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawndeferral period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated required by clause (ii) below) Section 2 if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), ) and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)Company, until a date not later than 60 days after the Required Filing Date or (ii) prior to receiving the such Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the holdback period referred to in Section 4(b) above with respect to such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, or in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 4(c) and an approximation the basis therefor in reasonable detail. Within 20 days after receiving such certificate, the Holders of a majority of the anticipated delayRegistrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Company. On the 20th day after the Private Equity Holders have received such certificateIf withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to have been made for all purposes of this Agreement. The Company may defer the filing of a Demand Registration pursuant to this Section 4(c) only one time during any 12-month period. Nothing in this paragraph shall affect the rights of the Holders under Section 3 to participate in any such 20th day, Demand Registration at such time as the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnfiling deferral is lifted in accordance with this Section 4(c).

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for required by Section 3(b) until a reasonable period of time date not to exceed 60 later than 90 days after the Required Filing Date proposed filing date (or, if longer, 60 120 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the a written request for a Demand RequestRegistration from AIP, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), ) and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”), or (ii) prior to receiving the a written request for a Demand RequestRegistration from AIP, the Board of Directors of the Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering and the Board of Directors of the Company determines in good faith that the filing of a Registration Statement pursuant to Section 3(b), in light of the intended method of distribution, would materially adversely affect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 2.2.3 3(e) shall be lifted, lifted and the requested Registration Statement shall be filed promptly, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 2.2.33(e), the Company shall promptly (but in any event within five (5) ten days), upon determining to seek such deferral, deliver to each Holder requesting inclusion AIP, on behalf of Registrable Shares in all of the Demand Offering Stockholders, a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 3(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty days after the Private Equity Holders have received receiving such certificate, AIP, on behalf of all of the Stockholders, may withdraw its request for a Demand Request Registration by giving notice to the Company; if withdrawn, such request shall be deemed withdrawn automatically unless, not to have been made for purposes of this Agreement. The beginning of any deferral period shall be at least 360 days after the end of any prior to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawndeferral period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, The Partnership may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company Partnership receives the Demand Request, the Company or any of its subsidiaries Partnership is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the general partner of the Partnership determines in good faith that such disclosure would be materially detrimental to the Company Partnership and its stockholders (an “Adverse Disclosure”)unitholders, or (ii) prior to receiving the Demand Request, the Board of Directors Partnership had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Partnership’s securities for the Partnership’s account and the Company Partnership had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Partnership’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company Partnership shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Brookfield a certificate signed by an executive officer of the Company Partnership stating that the Company Partnership is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, Brookfield may withdraw such Demand Request by giving notice to the Partnership; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Partnership may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, defer (but not more than once twice in any 12-month period, and not within 120 days of any prior deferral) the filing or effectiveness (but not the preparation) of the Registration Statement or any amendment or supplement for a Shelf Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (iib) below) if (ia) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Public Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, without limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 2.2.3 shall be lifted, and the Registration Statement shall be filed promptly, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Public Offering is completed or abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 2.2.3, the Company shall promptly (but in any event within five (5) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 and an approximation of the length of the anticipated delay. On the 20th day after the Private Equity Trident Holders have received such certificate, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20th day, the Private Equity Trident Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawn.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.2 until a date not to exceed 60 later than 120 days after the Required Filing Date Company's receipt of a Demand Request (or, if longer, 60 90 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.2(d) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.2(d), the Company shall promptly (but in any event within five (5) 10 business days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Purchaser a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.2(d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, Purchaser may withdraw such request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. In the event of a deferral effected pursuant to clause (ii) of the first sentence of this Section 2.2(d), prior if shares of Common Stock of other Company shareholders are to be included for sale in such 20th dayregistered underwritten public offering, Purchaser will be offered the Private Equity Holders deliver opportunity to include in such offering the shares of Registrable Securities that were requested to be included in the Demand Request, subject to (i) reduction or exclusion on a pro rata basis with other Company shareholders to the extent the managing underwriter or underwriters advise the Company that inclusion of such Registrable Securities may have a written notice to material adverse effect on the effect that they do not want the Demand Request to be withdrawn.offering and

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, The Trust may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company Trust receives the Demand Request, the Company Trust or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board board of Directors trustees of the Trust or a majority of the Independent Trustees determines in good faith that such disclosure would be materially detrimental to the Company Trust and its stockholders (an “Adverse Disclosure”)shareholders, or (ii) prior to receiving the Demand Request, the Board of Directors Trust had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Trust's securities for the Trust's account and the Company Trust had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is and, at the time of receipt of the Demand Registration, was proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyas promptly as practicable, subject to Section 2.1.1(b), if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Trust's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company Trust shall promptly (but in any event within five (5) business days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company Trust stating that the Company Trust is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Majority Holders for which registration was previously requested may withdraw such Demand Request by giving notice to the Trust; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnhave been made for all purposes of this Agreement.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but of a registration statement required by Section 2 until a date not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 later than 90 days after the Required Filing Date (or, if longer, 60 90 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activitiesactivities or developments (such negotiations, activities or developments referred to herein as "Pending Matters"), disclosure of which would be required may, in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the good faith judgment of the Board of Directors determines in good faith that such disclosure would be Directors, materially detrimental to and adversely affect the Company (and the Company shall use its stockholders (an “Adverse Disclosure”best efforts to resolve such Pending Matters as soon as possible), or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect been considering a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (includingBoard of Directors determines, without limitationin its good faith judgment, selecting after consultation with a managing underwriter for firm of nationally recognized underwriters, that there will be a Material Adverse Effect on the proposed public offering; provided, however, that the aggregate number of days such offering) and is proceeding with reasonable diligence to effect such offeringfilings are so deferred may not exceed 120 days during any consecutive 360 day period. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or negotiations, other activities or developments are publicly disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 and an approximation 4(c). Within five days after receiving such certificate, the Holders of a majority of the anticipated delay. On Registrable Securities held by the 20th day after Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Private Equity Holders have received such certificateCompany; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnhave been made for all purposes of this Agreement.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with Notwithstanding the SECprovisions of this Section 2, the Company mayshall be entitled to postpone, upon prior written notice to the Holdersfor a reasonable period of time, defer (but not more than once in any 12-month period) the filing or effectiveness (but not the preparation) of any registration statement under this Section 2 if (A) the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (orCompany determines, if longerin its sole discretion, 60 days after the filing date that such registration and offering could interfere with or adversely affect bona fide financing, acquisition, or other business plans of the registration statement contemplated Company (including a proposed primary offering by clause (ii) below) if (ithe Company of its own securities) at the time the Company receives right to delay is exercised (whether or not a final decision has been made to undertake such action or plan at such time) or would require disclosure of non-public information, the Demand Requestpremature disclosure of which could adversely affect the business, properties, operations or financial results of the Company or any that otherwise might not be in the best interest of its subsidiaries is engaged in confidential negotiations or other confidential business activitiesthe Company's stockholders, disclosure of which would be required in connection with such Registration Statement (but would provided that the Company shall not be required if such Registration Statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to disclose to the Company and its stockholders (an “Adverse Disclosure”)Holders requesting registration any such transaction, plan or non-public information; or (iiB) at any time prior to receiving the effectiveness of any Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, and Registration the Company had taken substantial steps (includingdetermines that it is unable to comply with the provisions of Article 3 or Article 11 of Regulation S-X under the Securities Act, without limitationto the extent then applicable to the Company. If the Company postpones the filing or effectiveness of a registration statement pursuant hereto, selecting a managing underwriter for it shall promptly notify in writing the Holders of Registrable Securities requesting such offering) registration when the events or circumstances permitting such postponement have ended and is proceeding at such time shall proceed with reasonable diligence to effect such offeringthe filing of the registration statement as requested. A deferral of If the Company shall postpone the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 shall be liftedhereto, and then the Registration Statement shall be filed promptly, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering is completed or abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 2.2.3, the Company shall promptly (but in any event within five (5) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion Holders of Registrable Shares in Securities demanding such registration shall have the Demand Offering a certificate signed right to withdraw their request for registration by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 and an approximation of the anticipated delay. On the 20th day after the Private Equity Holders have received such certificate, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20th day, the Private Equity Holders deliver to the Company a giving written notice to the effect that they do not want Company at any time within five days after the Demand Request date the Company notifies such Holders of Registrable Securities of its willingness to proceed with the filing of the registration statement and, if such registration was to be withdrawnmade pursuant to a Demand Registration, upon such withdrawal the withdrawn demand will not count as a Demand Registration.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the (a) The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a registration statement with respect to a Demand Registration Statement for the Demand Offering for required by Section 2.1 until a reasonable period of time date not to exceed later than 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at any time prior to the time the Company receives the Demand RequestRequired Filing Date, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which (in the written opinion of outside counsel to the Company) would be required in connection with such Registration Statement (but registration statement and would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board Company is actively engaged in discussions with underwriters with respect to a registered underwritten public offering of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, without limitation, selecting a managing underwriter Company's securities for such offering) the Company's account and is proceeding with reasonable diligence to effect such offering. , provided that piggyback registration rights under Section 2.3 shall be available (subject to the limitations set forth therein). (b) A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.2 shall be lifted, and the Registration Statement shall be filed promptly, lifted if, in the case of a deferral pursuant to clause (iii) of the preceding sentenceSection 2.2(a), the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentenceSection 2.2(a), the proposed Company Primary Offering registration for the Company's account is completed or abandoned. . (c) In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.2, the Company shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.2 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On Each Holder hereby agrees to keep confidential any information disclosed to such Holder in any such certificate (including the 20th day fact that such a certificate was delivered) and further agrees that such Holder will not, prior to the public disclosure of such information, purchase or sell any securities of the Company. Within 20 days after the Private Equity Holders have received receiving such certificate, Holders holding a majority of the shares of Common Stock for which registration was previously requested may withdraw such request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnclauses (i) or (ii) of Section 2.2 only twice.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BIPC may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BIPC receives the Demand Request, the Company or any of its subsidiaries BIPC is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BIPC determines in good faith that such disclosure would be materially detrimental to the Company BIPC and its stockholders shareholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BIPC had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BIPC’s securities for BIPC’s account and the Company had BIPC has taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BIPC receives the Demand Request, BIPC is currently engaged in a self- tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for BIPC’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BIPC shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer of BIPC or the Company Board of Directors of BIPC stating that the Company BIPC is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BIPC; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BIPC may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated required by clause (ii) below) Section 6.1 if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), ) and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)Company, until a date not later than 45 days after the Required Filing Date or (ii) prior to receiving the such Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting or entering into a letter of intent with the managing underwriter underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the holdback period referred to in Section 6.3(a) above with respect to such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 6.3(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.36.3(c), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Purchasers a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 6.3(c) and an approximation of the anticipated delaybasis therefor in reasonable detail. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the Purchasers may withdraw such request by giving notice to the Company. If withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a Demand Registration pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 6.3(c) only one time during any 12 month period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 3.1 until a date not to exceed 60 later than 180 days after the Required Filing Date (or, if longer, 60 180 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 3.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, if in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.33.1.6, the Company shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 3.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BEPC may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BEPC receives the Demand Request, the Company or any of its subsidiaries BEPC is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BEPC determines in good faith that such disclosure would be materially detrimental to the Company BEPC and its stockholders shareholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BEPC had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BEPC’s securities for BEPC’s account and the Company had BEPC has taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BEPC receives the Demand Request, BEPC is currently engaged in a self-‌ tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for XXXX’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BEPC shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer of BEPC or the Company Board of Directors of BEPC stating that the Company BEPC is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BEPC; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BEPC may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BEPC may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BEPC receives the Demand Request, the Company or any of its subsidiaries BEPC is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BEPC determines in good faith that such disclosure would be materially detrimental to the Company BEPC and its stockholders shareholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BEPC had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BEPC’s securities for BEPC’s account and the Company had BEPC has taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BEPC receives the Demand Request, BEPC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering is completed or abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 2.2.3, the Company shall promptly (but in any event within five (5) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 and an approximation of the anticipated delay. On the 20th day after the Private Equity Holders have received such certificate, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawn.in

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than one hundred eighty (180) days after the Required Filing Date (or, if longer, 60 one hundred eighty (180) days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 sixty (60) days after the Required Filing Date (or, if longer, 60 sixty (60) days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”), or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, without limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 2.2.3 shall be lifted, and the Registration Statement shall be filed promptly, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering is completed or abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 2.2.3, the Company shall promptly (but in any event within five (5) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 and an approximation of the anticipated delay. On the 20th day after the Private Equity Holders have received such certificate, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawn.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, The Corporation may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by this Section 5.4(f) until a date not to exceed 60 later than one hundred eighty (180) days after the Required Filing Date (or, if longer, 60 one hundred eighty (180) days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company Corporation receives the Demand Request, the Company Corporation or any of its subsidiaries Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company Corporation and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Corporation’s securities for the Corporation’s account and the Company Corporation had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 5.4(f) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Corporation’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.35.4(f), the Company Corporation shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each the Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company Corporation stating that the Company Corporation is deferring such filing pursuant to this Section 2.2.3 5.4(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. On The fact that any certificate is so delivered to a Requesting Holder shall be held confidential by the 20th day Requesting Holder in the same manner as it causes its non-public information to be held confidential. Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to the Corporation. If withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Stockholders Agreement. The Corporation may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 5.4(f) only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section ‎2.1 until a date not to exceed 60 later than forty-five (45) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) and not more than once in any twelve-month period if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure registration would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3registered underwritten public offering of the Company’s securities for the Company’s account, and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, and the managing underwriter for such offering has determined that, in such firm’s judgment, the filing of the requested registration statement at the time and on the terms requested would materially and adversely affect such underwritten public offering of the Company’s securities for the Company’s account. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 ‎2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.3‎2.1.6, the Company shall promptly (but in any event within five (5) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 ‎2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section ‎2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BREP may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company BREP receives the Demand Request, the Company or any of its subsidiaries BREP is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the general partner of BREP determines in good faith that such disclosure would be materially detrimental to the Company BREP and its stockholders (an “Adverse Disclosure”)unitholders, or (ii) prior to receiving the Demand Request, the Board of Directors BREP had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BREP’s securities for BREP’s account and the Company BREP had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (iii) at the time BREP receives the Demand Request, BREP is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for BREP’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BREP shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer of the Company Board of Directors of the general partner of BREP stating that the Company BREP is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BREP; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BREP may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 3.1 until a date not to exceed 60 later than one hundred eighty (180) days after the Required Filing Date (or, if longer, 60 one hundred eighty (180) days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would would, in the reasonable judgment of the Company, be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 3.1.8 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.33.1.8, the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 3.1.8 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Securities Beneficially Owned by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 3.1.8 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BPY may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BPY receives the Demand Request, the Company or any of its subsidiaries BPY is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors the General Partner determines in good faith that such disclosure would be materially detrimental to the Company BPY and its stockholders unitholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BPY had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BPY’s securities for BPY’s account and the Company BPY had taken substantial steps (including, without limitation, including selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BPY receives the Demand Request, BPY is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.5 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for BPY’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.5, the Company BPY shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer or the Board of the Company General Partner stating that the Company BPY is deferring such filing pursuant to this Section 2.2.3 2.1.5 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BPY; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BPY may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.5 no more than once during any three hundred sixty (360) day period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BEPC may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BEPC receives the Demand Request, the Company or any of its subsidiaries BEPC is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BEPC determines in good faith that such disclosure would be materially detrimental to the Company BEPC and its stockholders shareholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BEPC had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BEPC’s securities for BEPC’s account and the Company had BEPC has taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BEPC receives the Demand Request, XXXX is currently engaged in a self- tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for XXXX’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BEPC shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer of BEPC or the Company Board of Directors of BEPC stating that the Company BEPC is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BEPC; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BEPC may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If the filing, initial effectiveness or continued use of a Demand Request is received and there is not an effective Registration Statement, including a Shelf Registration Statement Statement, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good-faith judgment of the Company based on file with the SECadvice of counsel (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement or (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon prior giving prompt written notice of such action to the Holders, defer delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (but not x) more than once in any 12six-month period or (y) for any single period of time in excess of ninety (90) days, or for periods exceeding, in the aggregate, ninety (90) days during any twelve-month period) . In the filing (but not event that the preparation) Company exercises its rights under the preceding sentence, the Holders agree to suspend, promptly upon receipt of the Registration Statement for the Demand Offering for a reasonable period of time not notice referred to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Requestabove, the Company or use of any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a prospectus or the effectiveness of a registration statement, the Holders shall be entitled to withdraw such Registration Statement (but would not be required request and, if such Registration Statement were request is withdrawn, such registration request shall not filed), and count for the Board purposes of Directors determines the limitations set forth in good faith that such disclosure would be materially detrimental to Section 2.1. The Company shall promptly give the Company and its stockholders (an “Adverse Disclosure”), or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering Holders requesting registration thereof pursuant to this Section 2.3, and 2 written notice of any postponement made in accordance with the Company had taken substantial steps (including, without limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offeringpreceding sentence. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i), (ii) or (vi) of the preceding sentence, the negotiations or other activities or developments are disclosed or terminated, or, in the case of a deferral pursuant to clause (iiiii) or (iv) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnhave been made for all purposes of this Agreement.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, The Corporation may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by this Section 5.3(f) until a date not to exceed 60 later than one hundred eighty (180) days after the Required Filing Date (or, if longer, 60 one hundred eighty (180) days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company Corporation receives the Demand Request, the Company Corporation or any of its subsidiaries Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company Corporation and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Corporation’s securities for the Corporation’s account and the Company Corporation had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 5.3(f); shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Corporation’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.35.3(f), the Company Corporation shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each the Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company Corporation stating that the Company Corporation is deferring such filing pursuant to this Section 2.2.3 5.3(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. On The fact that any certificate is so delivered to a Requesting Holder shall be held confidential by the 20th day Requesting Holder in the same manner as it causes its non-public information to be held confidential. Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to the Corporation. If withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Stockholders Agreement. The Corporation may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 5.3(f) only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by this Section 2.1 until a date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) a Material Transaction exists at the time of such Required Filing Date; (ii) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders, or (iiiii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1(vi) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (iii) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iiiii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. .] In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1(vi), the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1(vi) and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1(vi)(a) once in any twelve (12) month rolling period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than 180 days after the Required Filing Date (or, if longer, 60 180 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, BEPC may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the a Registration Statement for the Demand Offering for or Prospectus, as applicable, required by Section 2.1 until a reasonable period of time date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company BEPC receives the Demand Request, the Company or any of its subsidiaries BEPC is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BEPC determines in good faith that such disclosure would be materially detrimental to the Company BEPC and its stockholders shareholders, (an “Adverse Disclosure”), or (iib) prior to receiving the Demand Request, the Board of Directors BEPC had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of BEPC’s securities for BEPC’s account and the Company had BEPC has taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BEPC receives the Demand Request, BEPC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for BEPC’s account is completed or abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.2.32.1.6, the Company BEPC shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Holder requesting inclusion of Registrable Shares in the Demand Offering Requesting Holders a certificate signed by an executive officer of BEPC or the Company Board of Directors of BEPC stating that the Company BEPC is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BEPC; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement. BEPC may defer the filing of a particular Registration Statement or Prospectus, prior as applicable, pursuant to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Sections 2.1 or 2.2 hereof until a date not to exceed 60 later than 120 days after the Required Filing Date (or, if longer, 60 120 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (ia) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (iib) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.9 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.9, the Company shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each Common Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering or Preference Requesting Holder, as applicable, a certificate signed by an executive officer of the Company stating that the Board has determined in good faith that the Company is deferring such filing pursuant to this Section 2.2.3 2.9 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Common Registrable Shares or Preference Registrable Shares held by the Common Requesting Holders or Preference Requesting Holders, as applicable, and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to this Section 2.9 only once in any twelve-month period. The Company may defer a takedown under an effective registration statement on the same terms as it may defer the filing of a registration statement under this Section 2.9. If the Company a declines to file any registration statement pursuant to this Section 2.9, it shall not file any registration statement (other than an Excluded Registration) without the prior written notice to the effect that they do not want approval of the Demand Request to Holders, which approval may be withdrawnwithheld at the Demand Holders' sole discretion, unless and until it files a registration statement including Registrable Shares under Section 2.1 or 2.2 hereof.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days registration statement required by this Section 4 until after the Required Filing Date (or, if longersuspend the effectiveness of a Shelf Registration Statement, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) for a period not to exceed ninety (90) days, if, at the time the Company receives the Demand Request, the Company Registration Request (or at any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required time in connection with such a Shelf Registration Statement (but would not be required if such Registration Statement were not filedStatement), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)there exists a Material Disclosure Event, or (ii) for a period not to exceed ninety (90) days, if, prior to receiving the Demand RequestRegistration Request (or at any time in connection with a Shelf Registration Statement), the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3registered underwritten public offering of Common Stock, or securities convertible into or exchangeable for Common Stock, for the Company's account in connection with a material public financing transaction and the Company had taken substantial steps (including, without limitation, including selecting a managing underwriter for such offering, if applicable) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing (or suspension of effectiveness) of a Registration Statement registration statement pursuant to this Section 2.2.3 4(f) shall be lifted, and the Registration Statement requested registration statement shall be filed promptly(or made effective) forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral (or suspension) pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed abandoned or abandonedthe filing of a registration statement with respect to any such proposed registration is delayed by more than thirty (30) days from the time of receipt of the applicable Demand Registration Request (or at the applicable time in connection with a Shelf Registration Statement). In order to defer the filing (or suspend the effectiveness) of a Registration Statement registration statement pursuant to this Section 2.2.34(f), the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferraldeferral (or suspension), deliver to each Demanding Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring (or suspending the effectiveness of) such filing pursuant to this Section 2.2.3 4(f), a general statement of the reason for such deferral (or suspension) and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the Demanding Holder may withdraw such Demand Registration Request by giving notice to the Company; if withdrawn, the Demand Registration Request shall be deemed not to have been made for all purposes of this Agreement and the Company shall pay all expenses of such withdrawn automatically unlessDemand Registration in accordance with this Agreement. The Company may defer (or suspend the effectiveness of) the filing of a particular registration statement pursuant to this Section 4(f) only once in any consecutive twelve (12)-month period. For the purposes of this Section 4(f), prior to such 20th day"Material Disclosure Event" means, the Private Equity Holders deliver as of any date of determination, any pending or imminent event relating to the Company a written notice or any of its subsidiaries that the board of directors (or other similar governing body) of the Company reasonably determines in good faith, after consultation with outside counsel to the effect Company, (i) would require disclosure of material, non-public information relating to such event in any registration statement or related prospectus including Registrable Securities (including documents incorporated by reference therein) so that they do such registration statement would not want the Demand Request be materially misleading, (ii) would not otherwise be required to be withdrawnpublicly disclosed by the Company at that time in a periodic report to be filed with or furnished to the Commission under the Exchange Act but for the filing of such registration statement or related prospectus and (iii) if publicly disclosed at the time of such event, could reasonably be expected to have a material adverse effect on the business, financial condition, prospects or results of operations of the Company and its subsidiaries or would materially adversely affect a pending or proposed material acquisition, merger, recapitalization, consolidation, reorganization, financing or similar transaction, or negotiations with respect thereto.

Deferral of Filing. (a) If the Board of Directors or a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, defer (but not more than once in any 12-month period) the filing (but not the preparation) committee of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors determines in good faith that such in order to avoid premature disclosure would be materially detrimental to of a matter the Company has determined would not be in the best interest of the Company to be disclosed at such time, the Company may defer any filing (but not the preparation) or effectiveness of a registration statement required by Section 4.1 or require Holders to refrain from selling any Registrable Shares pursuant to an effective registration statement; provided, however, that, except as set forth in Section 4.1.6(c) below: (i) the Company may not defer the filing or effectiveness of any registration statement required by Section 4.1 or require Holders to refrain from selling Registrable Shares pursuant to an effective registration statement more than two (2) times in any twelve (12) month period; and its stockholders (an “Adverse Disclosure”), or (ii) prior the period of time that the Company may defer any such filing or effectiveness or require Holders to receiving refrain from selling Registrable Shares pursuant to an effective registration statement of a registration statement shall not exceed seventy-five (75) consecutive days in any single instance. Notwithstanding the Demand Requestforegoing, if a “roadshow” in connection with an offering has commenced, the Board period of Directors had determined time that the Company may defer any filing or effectiveness of a registration statement or require Holders to effect a Company Primary Offering refrain from selling Registrable Shares pursuant to Section 2.3, and the Company had taken substantial steps an effective registration statement with respect to such offering shall not exceed fifty (including, without limitation, selecting a managing underwriter for such offering50) and is proceeding with reasonable diligence to effect such offering. days in any single instance. (b) A deferral of the filing or effectiveness of a Registration Statement any registration statement or requirement that Holders to refrain from selling Registrable Shares pursuant to an effective registration statement pursuant to this Section 2.2.3 4.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, ifif the Board of Directors or a committee of the Board of Directors determines such deferral no longer is necessary, which the Company agrees that the Board of Directors (or applicable committee) will consider promptly as and when appropriate under the circumstances. (c) Without limiting the provisions of this Section 4.1.6, the Company may defer the filing or effectiveness of any registration statement, including a registration statement required by Section 4.1, during any period in which trading by senior executives of the case Company is prohibited under the Company’s trading policy. For the avoidance of a doubt, any deferral pursuant to clause (ithis Section 4.1.6(c) shall not be included in the determination of the preceding sentence, period of time that the negotiations Company may defer any filing or other activities are disclosed effectiveness or terminated, or, in the case require Holders to refrain from selling Registrable Shares pursuant to an effective registration statement of a deferral pursuant to clause registration statement. (iid) of the preceding sentence, the proposed Company Primary Offering is completed or abandoned. In order to defer (or extend the deferral of) the filing or effectiveness or require Holders to refrain from selling Registrable Shares pursuant to an effective registration statement of a Registration Statement registration statement pursuant to this Section 2.2.34.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferraldeferral (or extension), deliver to each Requesting Holder requesting inclusion of or Holder selling any Registrable Shares in the Demand Offering pursuant to an effective registration statement a certificate signed by an executive officer of the Company stating that the Company is deferring such filing or effectiveness or require Holders to refrain from selling Registrable Shares pursuant to an effective registration statement pursuant to this Section 2.2.3 and an approximation 4.1.6. Within twenty (20) days after receiving such certificate, the holders of a majority of the anticipated delay. On Registrable Shares held by the 20th day after Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Private Equity Holders have received such certificateCompany; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnhave been made for all purposes of this Agreement.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering any registration statement required by Section 2 for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if up to: (i) at 45 days in the time the Company receives the Demand Request, event that the Company or any of its subsidiaries Subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving 120 days in the Demand Request, event that the Board of Directors had of the Company determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken takes substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding proceeds with reasonable diligence to effect such offering; provided that if such determination is made by the Board of Directors after receipt of a Demand Registration request, the Board prior to such request shall have commenced negotiations with an underwriter with respect to such offering; and provided further, however, that during any period of 360 consecutive days, Holders shall not be subject to deferrals pursuant to the Company's exercise of deferral rights for a period of at least 180 consecutive days (which deferral period shall coincide with the deferral period permitted under Section 2(d) of that certain Registration Rights Agreement, dated the date hereof, between the Company and CapZ Fund). A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2(d) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed terminated or terminatedthe transaction contemplated by such negotiations or other activities are consummated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32(d), the Company shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each Initiating Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2(d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the Demand Request holders of a majority in interest of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw their request by giving notice to the Company. If withdrawn, the such request shall be deemed withdrawn automatically unless, prior not to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnhave been made for all purposes of this Agreement.

Deferral of Filing. (a) If the Board of Directors or a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, defer (but not more than once in any 12-month period) the filing (but not the preparation) committee of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors determines in good faith that such in order to avoid premature disclosure would be materially detrimental to of a matter the Company has determined would not be in the best interest of the Company to be disclosed at such time, the Company may defer any filing (but not the preparation) or effectiveness of a registration statement required by Section 4.1 or require Holders to refrain from selling any Registrable Shares pursuant to an effective registration statement; provided, however, that, except as set forth in Section 4.1.6(c) below: (i) the Company may not defer the filing or effectiveness of any registration statement required by Section 4.1 or require Holders to refrain from selling Registrable Shares pursuant to an effective registration statement more than two (2) times in any twelve (12) month period; and its stockholders (an “Adverse Disclosure”), or (ii) prior the period of time that the Company may defer any such filing or effectiveness or require Holders to receiving refrain from selling Registrable Shares pursuant to an effective registration statement of a registration statement shall not exceed seventy-five (75) consecutive days in any single instance. Notwithstanding the Demand Requestforegoing, if a “roadshow” in connection with an offering has commenced, the Board period of Directors had determined time that the Company may defer any filing or effectiveness of a registration statement or require Holders to effect a Company Primary Offering refrain from selling Registrable Shares pursuant to Section 2.3, and the Company had taken substantial steps an effective registration statement with respect to such offering shall not exceed fifty (including, without limitation, selecting a managing underwriter for such offering50) and is proceeding with reasonable diligence to effect such offering. days in any single instance. (b) A deferral of the filing or effectiveness of a Registration Statement any registration statement or requirement that Holders refrain from selling Registrable Shares pursuant to an effective registration statement pursuant to this Section 2.2.3 4.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, ifif the Board of Directors or a committee of the Board of Directors determines such deferral no longer is necessary, which the Company agrees that the Board of Directors (or applicable committee) will consider promptly as and when appropriate under the circumstances. (c) Without limiting the provisions of this Section 4.1.6, the Company may defer the filing or effectiveness of any registration statement, including a registration statement required by Section 4.1, during any period in which trading by senior executives of the case Company is prohibited under the Company’s trading policy. For the avoidance of a doubt, any deferral pursuant to clause (ithis Section 4.1.6(c) shall not be included in the determination of the preceding sentence, period of time that the negotiations Company may defer any filing or other activities are disclosed effectiveness or terminated, or, in the case require Holders to refrain from selling Registrable Shares pursuant to an effective registration statement of a deferral pursuant to clause registration statement. (iid) of the preceding sentence, the proposed Company Primary Offering is completed or abandoned. In order to defer (or extend the deferral of) the filing or effectiveness or require Holders to refrain from selling Registrable Shares pursuant to an effective registration statement of a Registration Statement registration statement pursuant to this Section 2.2.34.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferraldeferral (or extension), deliver to each Requesting Holder requesting inclusion of or Holder selling any Registrable Shares in the Demand Offering pursuant to an effective registration statement a certificate signed by an executive officer of the Company stating that the Company is deferring such filing or effectiveness or requiring Holders to refrain from selling Registrable Shares pursuant to an effective registration statement pursuant to this Section 2.2.3 and an approximation 4.1.6. Within twenty (20) days after receiving such certificate, the holders of a majority of the anticipated delay. On Registrable Shares held by the 20th day after Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Private Equity Holders have received such certificateCompany; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnhave been made for all purposes of this Agreement.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not ------------------ the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than 180 days after the Required Filing Date (or, if longer, 60 180 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a registered underwritten public offering of the Company Primary Offering pursuant to Section 2.3, s securities for the Company s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company Primary Offering s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawn.this Section 2.1.6

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, The Corporation may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2 until a date not to exceed 60 later than 45 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company Corporation receives the Demand Request, the Company Corporation or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Corporation determines in good faith that such disclosure would be materially detrimental to the Company Corporation and its stockholders (an “Adverse Disclosure”)stockholders, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Corporation's equity securities for the Corporation's account and the Company Corporation had taken substantial steps (including, without limitationbut not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Corporation's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company Corporation shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to notify each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company Corporation is deferring such filing pursuant to this Section 2.2.3 and an approximation of 4(c). Within twenty days after receiving such notice, the anticipated delay. On Requesting Holder may withdraw such request by giving notice to the 20th day after the Private Equity Holders have received such certificateCorporation; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Corporation may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 4(c) no more than twice during any twelve month period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, OSI may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated required by clause (ii) below) Section 2 if (i) at the time the Company OSI receives the Demand Request, the Company or any of its subsidiaries OSI is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of OSI determines in good faith that such disclosure would not be materially detrimental to in the Company best interests of OSI and its stockholders (an “Adverse Disclosure”)stockholders, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of OSI's equity securities for OSI's account and the Company OSI had taken substantial steps (including, without limitationbut not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for OSI's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company OSI shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a 7 8 certificate signed by an executive officer the President of the Company stating that the Company OSI is deferring such filing pursuant to this Section 2.2.3 and an approximation of the anticipated delay4(c). On the 20th day Within twenty days after the Private Equity Holders have received receiving such certificate, the Requesting Holder may withdraw such request by giving notice to OSI; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. OSI may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company this Section 4(c) for a written notice to the effect that they do not want the Demand Request to be withdrawnperiod of 45 days in any three month period and of all registration statements for a total of 90 days during any twelve month period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but of a registration statement required by Section 2 until a date not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 later than 90 days after the Required Filing Date (or, if longer, 60 90 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activitiesactivities or developments (such negotiations, activities or developments referred to herein as "Pending Matters"), disclosure of which would be required may, in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the good faith judgment of the Board of Directors determines in good faith that such disclosure would be Directors, materially detrimental to and adversely affect the Company (and the Company shall use its stockholders (an “Adverse Disclosure”best efforts to resolve such Pending Matters as soon as possible), or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect been considering a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (includingBoard of Directors determines, without limitationin its good faith judgment, selecting after consultation with a managing underwriter for firm of nationally recognized underwriters, that there will be a Material Adverse Effect on the proposed public offering; provided, however, that the aggregate number of days such offering) and is proceeding with reasonable diligence to effect such offeringfilings are so deferred may not exceed 120 days during any consecutive 360 day period. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or negotiations, other activities or developments are publicly disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 and an approximation 4(c). Within five days after receiving such certificate, the Holders of a majority of the anticipated delay. On Registrable Securities held by the 20th day after Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Private Equity Holders have received such certificateCompany; if withdrawn, the Demand Request shall be deemed withdrawn automatically unlessnot to have been made for all purposes of this Agreement; if not withdrawn, prior to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request shall remain in effect and the Company shall comply with its obligations specified herein with respect to be withdrawnsuch Demand Request as set forth in the second sentence of this Section 4(c).

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, The Corporation may defer (but not more than once in any 12-month period) the filing (but not the ------------------ preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2 until a date not to exceed 60 later than 45 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company Corporation receives the Demand Request, the Company Corporation or any of its subsidiaries is are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Corporation determines in good faith that such disclosure would be materially detrimental to the Company Corporation and its stockholders (an “Adverse Disclosure”)stockholders, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Corporation's equity securities for the Corporation's account and the Company Corporation had taken substantial steps (including, without limitationbut not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Corporation's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company Corporation shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to notify each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company Corporation is deferring such filing pursuant to this Section 2.2.3 and an approximation of 4(c). Within twenty days after receiving such notice, the anticipated delay. On Requesting Holder may withdraw such request by giving notice to the 20th day after the Private Equity Holders have received such certificateCorporation; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Corporation may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 4(c) no more than twice during any twelve month period.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by SECTION 2.1 until a date not to exceed 60 later than ninety (90) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board board of Directors directors of the Company or a committee of the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)shareholders, or (ii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 SECTION 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.3SECTION 2.1.6, the Company shall promptly (but in any event within five ten (510) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 SECTION 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis SECTION 2.1.6(a) only twice.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated required by clause (ii) below) Section 2 if (i) at the time the Company receives the Demand Request, (A) the Company or any of its subsidiaries is are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), ) and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company or (B) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and its stockholders (an “Adverse Disclosure”)the Board determines in good faith that such disclosure would be materially detrimental to the Company, until a date not later than 60 days after the Required Filing Date or (ii) prior to receiving the such Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company’s equity securities for the Company’s account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering, until a date not later than the end of the Lock-Up Period referred to in Section 4(a) above with respect to such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, or in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 4(c) and an approximation the basis therefor in reasonable detail. Within 20 days after receiving such certificate, the Holders of a majority of the anticipated delayRegistrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Company. On the 20th day after the Private Equity Holders have received such certificateIf withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to have been made for all purposes of this Registration Rights Agreement. The Company may defer the filing of a Demand Registration pursuant to this Section 4(c) only two times during any 12 month period. Nothing in this paragraph shall affect the rights of the Holders under Section 3 to participate in any such 20th day, Demand Registration at such time as the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnfiling deferral is lifted in accordance with this Section 4(c).

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than 90 days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's Common Stock or Common Stock Equivalents for the Company's account and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.5 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.5, the Company shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.5 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.5 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section ‎2.1 until a date not to exceed 60 later than forty-five (45) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) and not more than once in any twelve-month period if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure registration would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3registered underwritten public offering of the Company’s securities for the Company’s account, and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, and the managing underwriter for such offering has determined that, in such firm’s judgment, the filing of the requested registration statement at the time and on the terms requested would materially and adversely affect such underwritten public offering of the Company’s securities for the Company’s account. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 ‎‎‎2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.3‎‎‎2.1.6, the Company shall promptly (but in any event within five (5) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 ‎‎‎2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section ‎2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may, upon prior written notice to the Holders, The Partnership may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 12.1 until a date not to exceed 60 later than 180 days after the Required Filing Date (or, if longer, 60 180 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company Partnership receives the Demand Request, the Company Partnership or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement registration statement (but would not be required if such Registration Statement registration statement were not filed), and the Board of Directors General Partner determines in good faith that such disclosure would be materially detrimental to the Company Partnership and its stockholders (an “Adverse Disclosure”)Partners or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Demand Request, the Board of Directors General Partner had determined to effect a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Partnership's securities for the Partnership's account and the Company Partnership had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 12.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed by the Partnership or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Partnership's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.312.1.6, the Company Partnership shall promptly (but in any event within five (5) 10 days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company General Partner stating that the Company Partnership is deferring such filing pursuant to this Section 2.2.3 12.1.6 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within 20 days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Interests held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Partnership; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Partnership may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 12.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time registration statement required by Section 2.1 until a date not to exceed 60 later than forty-five (45) days after the Required Filing Date (or, if longer, 60 days after the filing date of the registration statement contemplated by clause (ii) below) and not more than once in any twelve-month period if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure registration would be materially detrimental to the Company and its stockholders (an “Adverse Disclosure”)stockholders; provided, that the Board of Directors of the Company or such committee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Board of Directors Company had determined to effect a Company Primary Offering pursuant to Section 2.3registered underwritten public offering of the Company’s securities for the Company’s account, and the Company had taken substantial steps (including, without limitationbut not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, and the managing underwriter for such offering has determined that, in such firm’s judgment, the filing of the requested registration statement at the time and on the terms requested would materially and adversely affect such underwritten public offering of the Company’s securities for the Company’s account. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 2.1.6 shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company’s account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.32.1.6, the Company shall promptly (but in any event within five (5) days), upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. On the 20th day Within twenty (20) days after the Private Equity Holders have received receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, have been made for all purposes of this Agreement. The Company may defer the Private Equity Holders deliver filing of a particular registration statement pursuant to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnthis Section 2.1.6 only once.

Deferral of Filing. If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the The Company may, upon prior written notice to the Holders, may defer (but not more than once in any 12-month period) the filing (but of a registration statement required by Section 2 until a date not the preparation) of the Registration Statement for the Demand Offering for a reasonable period of time not to exceed 60 later than 90 days after the Required Filing Date (or, if longer, 60 90 days after the filing effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its subsidiaries is Subsidiaries are engaged in confidential negotiations or other confidential business activitiesactivities or developments (such negotiations, activities or developments referred to herein as "Pending Matters"), disclosure of which would be required may, in connection with such Registration Statement (but would not be required if such Registration Statement were not filed), and the good faith judgment of the Board of Directors determines in good faith that such disclosure would be Directors, materially detrimental to and adversely affect the Company (and the Company shall use its stockholders (an “Adverse Disclosure”best efforts to resolve such Pending Matters as soon as possible), or (ii) prior to receiving the Demand Request, the Board of Directors had determined to effect been considering a Company Primary Offering pursuant to Section 2.3, registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (includingBoard of Directors determines, without limitationin its good faith judgment, selecting after consultation with a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such firm of nationally recognized underwriters, that there will be a Material Adverse Effect on the proposed public offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 2.2.3 4(c) shall be lifted, and the Registration Statement requested registration statement shall be filed promptlyforthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or negotiations, other activities or developments are publicly disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed Company Primary Offering registration for the Company's account is completed or abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 2.2.34(c), the Company shall promptly (but in any event within five (5) days)promptly, upon determining to seek such deferral, deliver to each Requesting Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this Section 2.2.3 and an approximation 4(c). Within five days after receiving such certificate, the Holders of a majority of the anticipated delay. On Registrable Securities held by the 20th day after Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Private Equity Holders have received such certificateCompany; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior not to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to be withdrawnhave been made for all purposes of this Agreement.