Common use of Holder’s Obligations Clause in Contracts

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may reasonably request. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) either by statement or omission, and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each No Holder further agrees not shall be entitled to sell liquidated damages pursuant to Section 2(e) hereof unless such Holder shall have provided all such reasonably requested information. Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is correct as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Holder in connection with such disposition, causing to be delivered, or, if permitted by applicable law, making available, a that such Prospectus to the purchaser thereof and, following termination does not as of the Effective Period, to notify the Company, within 10 Business Days time of such sale contain any untrue statement of a request material fact relating to or provided by the Company, such Holder or its plan of distribution and that such Prospectus does not as of the amount time of Registrable Securities sold pursuant such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the Shelf Registration Statement andstatements in such Prospectus, in the absence of a response, the Company may assume that all light of the Holder’s Registrable Securities circumstances under which they were so soldmade, not misleading.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) Questionnaire and the information set forth in the next sentencesentence and a sales notice (a "SALES NOTICE") setting forth the amount of Registrable Securities to be sold and the proposed sales date not later than three Business Days prior to the proposed sales date). Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder acknowledges and agrees that a Sales Notice will only be valid for a period of five Business Days commencing with the proposed sales date and that if any of the Registrable Securities to which such Sales Notice relates are not sold during such period, a new Sales Notice will need to be submitted to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus Company not later than three Business Days prior to the purchaser thereof andnew proposed sales date. Notwithstanding the foregoing, following termination no Sales Notice may be submitted, or if submitted will be of the Effective Periodno force and effect, to notify the Company, within 10 Business Days of a request by the Company, of the amount of and no Registrable Securities may be sold pursuant to the Shelf Registration Statement and, if a Deferral Period is then in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldeffect.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the Company, within 10 ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold. Each Holder of Registrable Securities agrees that upon receipt of any Deferral Notice from the Company, such Holder shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Securities pursuant to the registration statement applicable to such Registrable Securities until such Holder (i) shall have received copies of such amended or supplemented Prospectus and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities at the time of receipt of such notice or (ii) shall have received notice from the Company that the disposition of Registrable Securities pursuant to the Shelf Registration Statement may continue.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished Lomak and the Company Trust with a Notice and Questionnaire as the notice required pursuant to Section 2(c2(d) hereof (including the information required to be included in accompany such Notice and Questionnairenotice) and, promptly after the request by Lomak and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by Trust, such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as Lomak and the Trust may be from time to time reasonably request. Lomak and the Trust may exclude from such registration the Registrable Securities of any Holder who does not furnish such information provided above for so long as such information is not so furnished. Each Holder of Registrable Securities as to which any Registration Statement is being effected agrees promptly to furnish to Lomak and the Trust all information required to be disclosed in order to make the Shelf Registration Statement under applicable law or pursuant information previously furnished to Commission comments Lomak and (iii) any other information as the Company may reasonably requestTrust by such Holder not misleading. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Holder in connection with such disposition, causing to be delivered, or, if permitted by applicable law, making available, a that such Prospectus to the purchaser thereof and, following termination does not as of the Effective Period, to notify the Company, within 10 Business Days time of such sale contain any untrue statement of a request by the Company, material fact relating to such Holder or its plan of distribution and that such Prospectus does not as of the amount time of Registrable Securities sold pursuant such sale omit to state any material fact relating to such Holder or its plan of distribution necessary to make the Shelf Registration Statement andstatements in such Prospectus, in the absence of a response, the Company may assume that all light of the Holder’s Registrable Securities circumstances under which they were so soldmade, not misleading.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencehereof. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a Exhibit A-10 Grupo Galicia Agreement representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder acknowledges and agrees that a Notice and Questionnaire will only be valid for a period of 30 Business Days commencing with the proposed sales date and that if any of the Registrable Securities to which such Notice and Questionnaire relates are not sold during such period, a new Notice and Questionnaire will need to be submitted to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus Company not later than five (5) Business Days prior to the purchaser thereof andnew proposed sales date. Notwithstanding the foregoing, following termination no Notice and Questionnaire may be submitted, or if submitted will be of the Effective Periodno force and effect, to notify the Company, within 10 Business Days of a request by the Company, of the amount of and no Registrable Securities may be sold pursuant to the Shelf Registration Statement and, if a Deferral Period is then in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldeffect.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof hereunder (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request, including, without limitation, the number of Replacement Preferred Shares held by such Holders. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus made available or delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable securities law, making available, a Prospectus to the purchaser thereof and, following termination a Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement andthat would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), in unless it has obtained the absence of a response, the Company may assume that all prior written consent of the Holder’s Registrable Securities were so soldCompany.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no (i) that upon receipt of any Suspension Notice, it will keep the fact of such notice confidential, (ii) if so directed by the Company, upon receipt of any Suspension Notice, such Holder shall return all copies, other than permanent file copies, of Registrable the Prospectus, (iii) sales of Restricted Securities shall only be made in the manner set forth in the currently effective Shelf Registration Statement or the Indenture and (iv) it shall be entitled to sell any of such its Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary disclosed in order to make the statements therein information previously furnished to the Company by such Holder not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Holder in connection with such disposition, causing to be delivered, or, if permitted by applicable law, making available, a that such Prospectus to the purchaser thereof and, following termination does not as of the Effective Period, to notify the Company, within 10 Business Days time of such sale contain any untrue statement of a request material fact relating to or provided by the Company, such Holder or its plan of distribution and that such Prospectus does not as of the amount time of Registrable Securities sold pursuant such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the Shelf Registration Statement andstatements in such Prospectus, in the absence of a response, the Company may assume that all light of the Holder’s Registrable Securities circumstances under which they were so soldmade, not misleading.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencesentence and such Holder provides written notice of a proposed sale to the Company at least two (2) business days prior to such sale. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional in writing all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission SEC comments and (iii) any other information otherwise requested by the Company. Any sale of any Registrable Securities by a Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Company may reasonably requestProspectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact provided by or relating to such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact provided by or relating to such Holder or its plan of distribution necessary to make the statement in the Prospectus, in light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 five (5) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further shall keep confidential the receipt by it of any Suspension Notice and the contents thereof, except as required pursuant to applicable law. Upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to the a Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a or the related Prospectus to the purchaser thereof and, following termination until such Notice Holder's receipt of copies of the Effective Periodsupplemented or amended Prospectus provided for in clause (C)(i) of Section 3(i), to notify the Company, within 10 Business Days of a request or until such Notice Holder is advised in writing by the Company, of Company that the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company such Prospectus may assume that all of the Holder’s Registrable Securities were so soldbe used.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the Company, within 10 ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold. Each Holder of Registrable Securities agrees that upon receipt of any Deferral Notice from the Company, such Holder shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Securities pursuant to the registration statement applicable to such Registrable Securities until such Holder (i) shall have received copies of such amended or supplemented Prospectus and, if so directed by the Company, such Holder shall delivery to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities at the time of receipt of such notice or (ii) shall have received notice from the Company that the disposition of Registrable Securities pursuant to the Shelf Registration may continue.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencehereof. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder acknowledges and agrees that a Notice and Questionnaire will only be valid for a period of 30 Business Days commencing with the proposed sales date and that if any of the Registrable Securities to which such Notice and Questionnaire relates are not sold during such period, a new Notice and Questionnaire will need to be submitted to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus Company not later than five (5) Business Days prior to the purchaser thereof andnew proposed sales date. Notwithstanding the foregoing, following termination no Notice and Questionnaire may be submitted, or if submitted will be of the Effective Periodno force and effect, to notify the Company, within 10 Business Days of a request by the Company, of the amount of and no Registrable Securities may be sold pursuant to the Shelf Registration Statement and, if a Deferral Period is then in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldeffect.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Transfer Restricted Securities, that no Holder of Registrable Transfer Restricted Securities shall be entitled to sell any of such Registrable Transfer Restricted Securities pursuant to the any Shelf Registration Statement or to receive a Prospectus prospectus relating thereto, unless such Holder has furnished the Company Company, the Trust and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(c1(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional Company, the Trust and the Guarantor all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not containto the Company, with respect to the Trust and the Guarantor by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Transfer Restricted Securities as the Company and the Guarantor may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, that such prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company, the Trust and the Guarantor no later than three (3) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that within ten (10) business days of any sale, disposition or other transfer of Transfer Restricted Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such Holder shall provide written notice to the Company, the Trust and the Guarantor specifying the amount of Transfer Restricted Securities sold, disposed of or transferred and the name and address of the transferee of such Transfer Restricted Securities. Each Holder acknowledges that such Holder, when it sells Transfer Restricted Securities pursuant to a Shelf Registration Statement, will be required to be disclosed named as a selling securityholder in the Shelf Registration Statement under applicable law or pursuant related prospectus, will be required to Commission comments and (iii) any other information as the Company may reasonably request. Each Holder further agrees not to sell any Registrable Securities pursuant deliver a prospectus to the Shelf Registration Statement without deliveringpurchaser, causing and will be subject to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination certain of the Effective Period, to notify civil liability provisions under the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, Act in the absence of a response, the Company may assume that all of the connection with such Holder’s Registrable Securities were so sold's sale.

Holder’s Obligations. (a) Each Holder agreesHolder, by acquisition of the Registrable Securities, is deemed to have agreed that no such Holder of Registrable Securities shall not be entitled to be named as a selling securityholder in the Shelf Registration Statement or the Prospectus, to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating theretoProspectus, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and any additional information that such Holder is required to provide to the information set forth in the next sentenceCompany pursuant to this Section 4. Each Notice Holder agrees to notify the Company furnish as promptly as is reasonably practicable of any inaccuracy or change to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, misleading and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as from the Company may reasonably requestStaff. Each Holder further agrees not to sell or otherwise transfer any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, or, if permitted by applicable law, making available, a Prospectus (as then amended or supplemented if applicable) to the purchaser thereof (at or prior to the time required by the Securities Act or Exchange Act, as applicable) and, following termination of the Effective Period, to notify the Company, within 10 Business Days business days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.. In addition, each Holder further is deemed to have further agreed that:

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Transfer Restricted Securities, that no Holder of Registrable Transfer Restricted Securities shall be entitled to sell any of such Registrable Transfer Restricted Securities pursuant to the any Shelf Registration Statement or to receive a Prospectus prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c1(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Transfer Restricted Securities as the Company may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, that such prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company no later than three (3) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that within ten (10) business days of any sale, disposition or other transfer of Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such Holder shall provide written notice to the Company specifying the amount of Securities sold, disposed of or transferred and the name and address of the transferee of such Securities. Each Holder acknowledges that such Holder, when it sells Securities pursuant to a Shelf Registration Statement, will be required to be disclosed named as a selling securityholder in the Shelf Registration Statement under applicable law or pursuant related prospectus, will be required to Commission comments and (iii) any other information as the Company may reasonably request. Each Holder further agrees not to sell any Registrable Securities pursuant deliver a prospectus to the Shelf Registration Statement without deliveringpurchaser, causing and will be subject to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination certain of the Effective Period, to notify civil liability provisions under the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, Act in the absence of a response, the Company may assume that all of the connection with such Holder’s Registrable Securities were so sold's sale.

Holder’s Obligations. (a) Each Holder Holder, severally and not jointly, agrees, by acquisition of the Registrable Securities, that no such Holder of Registrable Securities shall not be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished Viatel and the Company Trust with a Notice and Questionnaire as the notice required pursuant to Section 2(c2(d) hereof (including the information required to be included in accompany such Notice and Questionnairenotice) and, promptly after the request by Viatel and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by Trust, such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as Viatel and the Trust may be from time to time reasonably request. Viatel and the Trust may exclude from such registration the Registrable Securities of any Holder who does not furnish such information provided above for so long as such information is not so furnished. Each Holder of Registrable Securities as to which any Registration Statement is being effected, severally and not jointly, agrees promptly to furnish to Viatel and the Trust all information required to be disclosed in order to make the Shelf Registration Statement under applicable law or pursuant information previously furnished to Commission comments Viatel and (iii) any other information as the Company may reasonably requestTrust by such Holder not misleading. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder, severally and not jointly, that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Holder in connection with such disposition, causing to be delivered, or, if permitted by applicable law, making available, a that such Prospectus to the purchaser thereof and, following termination does not as of the Effective Period, to notify the Company, within 10 Business Days time of such sale contain any untrue statement of a request by the Company, material fact relating to such Holder or its plan of distribution and that such Prospectus does not as of the amount time of Registrable Securities sold pursuant such sale omit to state any material fact relating to such Holder or its plan of distribution necessary to make the Shelf Registration Statement andstatements in such Prospectus, in the absence of a response, the Company may assume that all light of the Holder’s Registrable Securities circumstances under which they were so soldmade, not misleading.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable securities law, making available, a Prospectus to the purchaser thereof and, following termination a Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement andthat would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), in unless it has obtained the absence of a response, the Company may assume that all prior written consent of the Holder’s Registrable Securities were so soldCompany.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a complete and accurate Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the Company, within 10 ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, response the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Transfer Restricted Securities, that no Holder of Registrable Transfer Restricted Securities shall be entitled to sell any of such Registrable Transfer Restricted Securities pursuant to the any Shelf Registration Statement or to receive a Prospectus prospectus relating thereto, unless such Holder has furnished the Company and the Guarantors with a Notice and Questionnaire as required pursuant to Section 2(c1(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional and the Guarantors all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company and the Guarantors by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Transfer Restricted Securities as the Company and the Guarantors may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, that such prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company no later than three (3) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that within ten (10) business days of any sale, disposition or other transfer of Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such Holder shall provide written notice to the Company and the Guarantors specifying the amount of Securities sold, disposed of or transferred and the name and address of the transferee of such Securities. Each Holder acknowledges that such Holder, when it sells Securities pursuant to a Shelf Registration Statement, will be required to be disclosed named as a selling securityholder in the Shelf Registration Statement under applicable law or pursuant related prospectus, will be required to Commission comments and (iii) any other information as the Company may reasonably request. Each Holder further agrees not to sell any Registrable Securities pursuant deliver a prospectus to the Shelf Registration Statement without deliveringpurchaser, causing and will 11 be subject to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination certain of the Effective Period, to notify civil liability provisions under the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, Act in the absence of a response, the Company may assume that all of the connection with such Holder’s Registrable Securities were so sold's sale.

Holder’s Obligations. Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with Section 3(d) and this Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company promptly upon becoming a Holder and notify the Company of any change in such information at least five (a5) business days prior to the filing of the Registration Statement. From and after the date the Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to this Section; and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed Notice and Questionnaire as required pursuant to this Section 2(c) hereof 4 (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional in writing all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission SEC comments and (iii) any other information as otherwise required by the Company may reasonably requestto comply with applicable law or regulations. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 ten (10) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary disclosed in order to make the statements therein information previously furnished to the Company by such Electing Holder not misleading, misleading (iiincluding changes to its holdings of Registrable Securities) and any other information regarding such Notice Electing Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each Any sale of any Registrable Securities by any Holder further shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Upon receipt of any Deferral Notice, each Electing Holder agrees not to sell any Registrable Securities pursuant to the Shelf such Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination until such Electing Holder's receipt of copies of the Effective Periodsupplemented or amended Prospectus provided for in Section 3(i), to notify the Company, within 10 Business Days of a request or until it is advised in writing by the CompanyCompany that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Each Electing Holder agrees to comply with the provisions of the amount 1933 Act relating to prospectus delivery in connection with any offering of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldStatement.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus made available or delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable securities law, making available, a Prospectus to the purchaser thereof anda Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities that would constitute an "issuer free writing prospectus" (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act), following termination unless it has obtained the prior written consent of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a completed and executed Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each Any sale of any Registrable Securities by any Holder further agrees shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to sell or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. If any Notice Holder retains underwriters to participate in the distribution of Registrable Securities pursuant to the a Shelf Registration Statement without deliveringStatement, causing such Notice Holder agrees to be deliveredenter into, orand use commercially reasonable efforts to cause any such underwriters to enter into, if permitted by applicable law, making available, a Prospectus to an underwriting agreement in customary form for the purchaser thereof and, following termination type of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldunderwriting contemplated.

Holder’s Obligations. (a) Each Holder agrees, by By acquisition of the any Registrable Securities, each Holder agrees that it shall be bound by all of the obligations of a Holder under this Agreement. Each Holder agrees that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless and until such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) such other information as the Company shall reasonably request in writing and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or otherwise reflected in the Shelf Registration Statement, any Prospectus or any amendment or supplement thereto or of the occurrence of any event in either case as a result of which the Shelf Registration Statement, any Prospectus relating to such registration or any amendment or supplement thereto contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s 's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s 's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such the Shelf Registration Statement, each Prospectus and each amendment or supplement thereto shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be reasonably required to be disclosed in the Shelf Registration Statement under applicable law law. Each Holder agrees not to offer or sell any Registrable Securities pursuant to Commission comments the Shelf Registration Statement before it is declared or otherwise becomes effective. Each Holder agrees that any sale of Registrable Securities by it or on its behalf shall be made in compliance with the Securities Act and (iii) that any other information as such sale purporting to be made pursuant to the Company may reasonably requestShelf Registration Statement shall be made only in accordance with the plan of distribution set forth in the then-current Prospectus, together will all amendments and supplements thereto then available. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus the then-current Prospectus, together will all amendments and supplements thereto then available to the purchaser thereof and, following termination of the Effective Period, to notify the CompanyCompany in writing, within 10 ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in Statement; and the absence of a response, response within such ten (10) Business Day period shall constitute a representation by such Holder to the Company may assume that all of the Holder’s 's Registrable Securities were so soldsold in compliance with applicable law and this Agreement.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein therein, in light of circumstances in which they were made, not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may reasonably requestcomments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldsold in compliance with applicable law and this Agreement unless and until the Company is notified otherwise.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Notes or any Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Holder in connection with such disposition, causing to be delivered, or, if permitted by applicable law, making available, a that such Prospectus to the purchaser thereof and, following termination does not as of the Effective Period, to notify the Company, within 10 Business Days time of such sale contain any untrue statement of a request material fact relating to or provided by the Company, such Holder or its plan of distribution and that such Prospectus does not as of the amount time of Registrable Securities sold pursuant such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the Shelf Registration Statement andstatements in such Prospectus, in the absence light of the circumstances under which they were made, not misleading. Each Holder agrees by acquisition of its Notes or any Registrable Securities that, upon actual receipt of any notice from the Company of the happening of any event of the kind described in Section 3(c)(iii), 3(c)(v) or 3(c)(vi) hereof, or of a responseDeferral Period pursuant to Section 3(h) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus pursuant to such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus contemplated by Section 3(h)(i) hereof, or until it is advised in writing by the Company that the use of the applicable Registration Statement or Prospectus may be resumed, and has received copies or any amendments or supplements thereto. Notwithstanding anything to the contrary contained herein, the Company may assume that all shall not have any liability for any incremental expenses incurred as a result of the Holder’s an underwritten offering of any Registrable Securities were so soldSecurities.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Effectiveness Period, to notify the Company, within 10 ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold. Each Holder of Registrable Securities agrees that upon receipt of any Deferral Notice from the Company, such Holder shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Securities pursuant to the registration statement applicable to such Registrable Securities until such Holder (i) shall have received copies of such amended or supplemented Prospectus and, if so directed by the Company, such Holder shall delivery to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities at the time of receipt of such notice or (ii) shall have received notice from the Company that the disposition of Registrable Securities pursuant to the Shelf Registration Statement may continue.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Holder in connection with such disposition, causing to be delivered, or, if permitted by applicable law, making available, a that such Prospectus to the purchaser thereof and, following termination does not as of the Effective Period, to notify the Company, within 10 Business Days time of such sale contain any untrue statement of a request material fact relating to or provided by the Company, such Holder or its plan of distribution and that such Prospectus does not as of the amount time of Registrable Securities sold pursuant such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the Shelf Registration Statement andstatements in such Prospectus, in the absence light of the circumstances under which they were made, not misleading. Each Notice Holder agrees to keep confidential the receipt by such Notice Holder of any Suspension Notice and the contents thereof, except as required pursuant to applicable law; provided, however, that the foregoing covenant shall in no way affect or limit the right of any Holder to sell Registrable Securities other than pursuant to a responseShelf Registration Statement. Each Notice Holder agrees that, if such Holder has elected to sell Registrable Securities in accordance with any Shelf Registration Statement, it shall deliver, in accordance with the Securities Act, the Company may assume that all of most recent applicable Prospectus provided to such holder by the Holder’s Registrable Securities were so soldIssuers pursuant to Section 2(d) or Section 3(g).

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution by such Notice Holder of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus made available or delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable securities law, making available, a Prospectus to the purchaser thereof anda Prospectus in accordance with the requirements of applicable securities laws. Each Holder further agrees that such Holder will not make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), following termination unless it has obtained the prior written consent of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company and the Guarantor by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company and or the Guarantor may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Holder in connection with such disposition, causing to be delivered, or, if permitted by applicable law, making available, a that such Prospectus to the purchaser thereof and, following termination does not as of the Effective Period, to notify the Company, within 10 Business Days time of such sale contain any untrue statement of a request material fact relating to or provided by the Company, such Holder or its plan of distribution and that such Prospectus does not as of the amount time of Registrable Securities sold pursuant such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the Shelf Registration Statement andstatements in such Prospectus, in the absence light of the circumstances under which they were made, not misleading. Each Holder agrees by acquisition of its Registrable Securities that, upon actual receipt of any notice from the Company and the Guarantor of the happening of any event of the kind described in Section 4(f)(ii), 4(f)(iii) or 4(f)(iv) hereof, or of a responseDeferral Period pursuant to Section 3(b) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(m) hereof, or until it is advised in writing by the Company may assume and the Guarantor that all the use of the Holder’s applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. Notwithstanding anything to the contrary contained herein, neither the Company nor the Guarantor shall have any liability for any incremental expenses incurred as a result of an underwritten offering of any Registrable Securities were so soldSecurities.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement Statement, or to receive a Prospectus prospectus relating thereto, unless such Holder Xxxxxx has furnished the Company Company, prior to any attempted or actual distribution of Securities under the Shelf Registration Statement, with a written notice and questionnaire delivered to the Company by the deadline for response set forth therein and containing substantially the information called for by the Selling Securityholder Notice and Questionnaire substantially in the form attached as required pursuant to Section 2(c) hereof Annex E hereto (including the information required to be included in such Notice and a “Completed Questionnaire”) and the information set forth in the next sentence. Each Notice Holder agrees promptly to notify furnish to the Company as promptly as practicable of any inaccuracy or change all information required to be disclosed in order to make the information previously furnished by such Notice Holder to the Company or by such Holder not misleading and any other information regarding such Holder and the distribution of such Securities as the occurrence Company may from time to time reasonably request. Any sale of any event in either case as Securities by any Holder shall constitute a result of which any Prospectus representation and warranty by such Holder that the information relating to such registration contains or would Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, that such prospectus does not, as of the time of such sale, contain an any untrue statement of a material fact regarding relating to or provided by such Notice Holder or its plan of distribution and that such Notice Holder’s intended method prospectus does not, as of disposition the time of such Registrable Securities or omits sale, omit to state any material fact regarding relating to or provided by such Notice Holder or such Notice Holder’s intended method its plan of disposition of such Registrable Securities required to be stated therein or distribution necessary in order to make the statements therein in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder agrees to keep confidential the receipt of any notice received pursuant to clauses (ii) through (v) of Section 3(b) and the contents thereof, and promptly except as required pursuant to furnish applicable law. Notwithstanding anything to the contrary herein, the Company (i) shall be under no obligation to name any additional information required to correct and update any previously furnished information or required so Holder that such Prospectus shall has not contain, provided a Completed Questionnaire by the deadline for response set forth therein with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of as a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed selling securityholder in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may reasonably request. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldrelated prospectus.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s 's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s 's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may reasonably requestcomments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder holder of Registrable Securities agrees, by acquisition of the Registrable Securities, that no Holder holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the all material information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencePurchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase Agreement. Each Notice Holder agrees to notify the Company as promptly as practicable Any sale of any inaccuracy or change in information previously furnished Registrable Securities by any holder thereof shall constitute a representation and warranty by such Notice Holder to holder that the Company or information regarding such holder is as set forth in the Prospectus delivered by such holder in connection with such disposition, and that such Prospectus does not as of the occurrence time of such sale contain any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits omit to state any material fact regarding such Notice Holder or holder necessary to make the statements in such Notice Holder’s intended method Prospectus, in the light of the circumstances under which they were made, not misleading, solely to the extent such facts are based upon information regarding such holder furnished in writing to the Company by such holder for use in such Prospectus. Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 2.1(c) hereof, such holder will forthwith discontinue disposition of such Registrable Securities required covered by such Registration Statement or Prospectus until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.1(g) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that incorporated by reference in such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may reasonably request. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldProspectus.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencesentence and such Holder provides written notice of a proposed sale to the Company at least three (3) Business Days prior to such sale. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional in writing all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission SEC comments and (iii) any other information reasonably requested by the Company. Any sale of any Registrable Securities by a Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Company may reasonably requestProspectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact provided by or relating to such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact provided by or relating to such Holder or its plan of distribution necessary to make the statement in the Prospectus, in light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 five (5) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Transfer Restricted Securities, that no Holder of Registrable Transfer Restricted Securities shall be entitled to sell any of such Registrable Transfer Restricted Securities pursuant to the any Shelf Registration Statement or to receive a Prospectus prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c1(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Transfer Restricted Securities as the Company may from time to time reasonably request. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered by such Holder in connection with such disposition, that such prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder shall notify the Company no later than five (5) business days prior to any proposed sale by such Holder pursuant to a Shelf Registration Statement of such proposed sale which notice shall be effective for five (5) business days. Each Holder agrees that within ten (10) business days of any sale, disposition or other transfer of Securities, whether pursuant to a Shelf Registration Statement or exemption from registration under the Securities Act, such Holder shall provide written notice to the Company specifying the amount of Securities sold, disposed of or transferred and the name and address of the transferee of such Securities. Each Holder acknowledges that such Holder, when it sells Securities pursuant to a Shelf Registration Statement, will be required to be disclosed named as a selling securityholder in the Shelf Registration Statement under applicable law or pursuant related prospectus, will be required to Commission comments and (iii) any other information as the Company may reasonably request. Each Holder further agrees not to sell any Registrable Securities pursuant deliver a prospectus to the Shelf Registration Statement without deliveringpurchaser, causing and will be subject to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination certain of the Effective Period, to notify civil liability provisions under the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, Act in the absence of a response, the Company may assume that all of the connection with such Holder’s Registrable Securities were so sold's sale.

Holder’s Obligations. (a) Each Holder agrees, by By acquisition of the any Registrable Securities, each Holder agrees that no it shall be bound by all of the obligations of a Holder of Registrable Securities under this Agreement. Each Holder agrees that it shall not be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless and until such Holder has shall have furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) ), such other information as the Company shall have reasonably requested in writing and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or otherwise reflected in the Shelf Registration Statement, any Prospectus or any amendment or supplement thereto or of the occurrence of any event event, in either any case as a result of which the Shelf Registration Statement, any Prospectus relating to such registration or any amendment or supplement thereto contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such the Shelf Registration Statement, each Prospectus and each amendment or supplement thereto shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law law. Each Holder agrees not to offer or sell any Registrable Securities pursuant to Commission comments the Shelf Registration Statement before it is declared or otherwise becomes effective. Each Holder agrees that any sale of Registrable Securities by it or on its behalf shall be made in compliance with the Securities Act and (iii) that any other information as such sale purporting to be made pursuant to the Company may reasonably requestShelf Registration Statement shall be made only in accordance with the plan of distribution set forth in the then-current Prospectus, together with all amendments and supplements thereto then available. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus the then-current Prospectus, together with all amendments and supplements thereto then available to the purchaser thereof and, following termination of the Effective Period, to notify the CompanyCompany in writing, within 10 ten (10) Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement andStatement, in and the absence of a response, response within such ten (10) Business Day period shall constitute a representation by such Holder to the Company may assume that all of the Holder’s Registrable Securities were so soldsold in compliance with applicable law and this Agreement.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company and the Guarantor by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company and or the Guarantor may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Shelf Registration Statement without deliveringProspectus delivered by such Holder in connection with such disposition, causing to be delivered, or, if permitted by applicable law, making available, a that such Prospectus to the purchaser thereof and, following termination does not as of the Effective Period, to notify the Company, within 10 Business Days time of such sale contain any untrue statement of a request material fact relating to or provided by the Company, such Holder or its plan of distribution and that such Prospectus does not as of the amount time of Registrable Securities sold pursuant such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the Shelf Registration Statement andstatements in such Prospectus, in the absence light of the circumstances under which they were made, not misleading. Each Holder agrees by acquisition of its Registrable Securities that, upon actual receipt of any notice from the Company and the Guarantor of the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, or of a responseDeferral Period pursuant to Section 3(b) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(j) hereof, or until it is advised in writing by the Company may assume and the Guarantor that all the use of the Holder’s applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. Notwithstanding anything to the contrary contained herein, neither the Company nor the Guarantor shall have any liability for any incremental expenses incurred as a result of an underwritten offering of any Registrable Securities were so soldSecurities.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentencesentence and such Holder provides written notice of a proposed sale to the Company within two (2) business days prior to such sale. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional in writing all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission SEC comments and (iii) any other information otherwise requested by the Company. Any sale of any Registrable Securities by a Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Company may reasonably requestProspectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact provided by or relating to such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact provided by or relating to such Holder or its plan of distribution necessary to make the statement in the Prospectus, in light of the circumstances under which they were made, not misleading. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof andagrees, following termination of the Effective Effectiveness Period, to notify the Company, within 10 five (5) Business Days of a request by the Companyrequest, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s 's Registrable Securities were so sold.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed included in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information the Prospectus or as the Company may from time to time reasonably requestrequest in writing. The Company may exclude from such registration the Registrable Securities of any Holder who does not furnish such information provided above for so long as such information is not so furnished. Each Holder further of Registrable Securities as to which any Registration Statement is being effected agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to such Holder or its plan of distribution necessary to make the statements in such Prospectus, in light of the circumstances under which they were made, not misleading. In the event (A) of the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), 4(c)(v), or 4(c)(vi) hereof or (B) that, in the judgment of the Company, it is advisable to suspend use of the Prospectus for a discrete period of time due to pending material corporate developments or similar material events that have not yet been publicly disclosed and as to which the Company believes public disclosure will be prejudicial to the Company, the Company shall deliver a certificate in writing, signed by an authorized executive officer of the Company, to the Holders to the effect of the foregoing and, upon receipt of such certificate, each such Holder shall not sell any Registrable Securities pursuant and shall not use the Prospectus until it is advised in writing by the Company that the Prospectus may be used and such Holder has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use its reasonable best efforts to ensure that the Shelf Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination use of the Effective PeriodProspectus may be resumed, to notify the Company, within 10 Business Days of a request by the Company, of the amount and sales of Registrable Securities sold pursuant to the Shelf Registration Statement may commence, as soon as practicable and, in the absence case of a responsepending material corporate development or similar material event, as soon as the Company may assume that all earlier of (x) public disclosure of such pending material corporate development or similar material event or (y) in the reasonable judgment of the Holder’s Registrable Securities were so soldCompany, public disclosure of such material corporate development or similar material event would not be prejudicial to the Company.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each Any sale of any Registrable Securities by any Holder further agrees shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to sell or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. The Holder’s liability for any breach of this Section 4 shall be limited to the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement affected by such breach and giving rise to such liability (without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination duplicating any liability of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldHolder otherwise payable under Section 6(b)).

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf a Registration Statement or to receive a Prospectus relating thereto, thereto unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Each Holder further agrees, by acquiring Registrable Securities, that it will not, without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, take any action that would result in the Company being required to file with the SEC under Rule 433(d) a free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of such Holder that otherwise would not be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as filed by the Company may reasonably requestthereunder but for the action of such Holder. Each Holder further agrees not to sell by acquisition of any Registrable Securities that, upon actual receipt of any notice from the Company of the happening of any event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(c)(vi) hereof, or of a Deferral Period pursuant to the Shelf Section 3(h) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement without deliveringor Prospectus pursuant to such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus contemplated by Section 3(h)(i) hereof, causing to or until it is advised in writing by the Company that the use of the applicable Registration Statement or Prospectus may be deliveredresumed, or, if permitted by applicable law, making available, a Prospectus and has received copies or any amendments or supplements thereto. Notwithstanding anything to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a responsecontrary contained herein, the Company may assume that all shall not have any liability for any incremental expenses incurred as a result of the Holder’s an underwritten offering of any Registrable Securities were so soldSecurities.

Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Notice Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional all information required to correct and update any be disclosed in order to make the information previously furnished information or required so that such Prospectus shall not contain, with respect to the Company by such Notice Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments and (iii) any other information as the Company may from time to time reasonably request. Each Holder further agrees not to sell Any sale of any Registrable Securities pursuant by any Holder shall constitute a representation and warranty by such Holder that the Holder Information of such Holder furnished in writing by or on behalf of such Holder to the Shelf Company does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in such Holder Information, in the light of the circumstances under which they were made, not misleading. Furthermore, if the Company is required to file a Subsequent Registration Statement without delivering, causing to be delivered, or, if permitted by applicable law, making available, a Prospectus to the purchaser thereof and, following termination upon expiration of effectiveness of the Effective PeriodRegistration Statement naming a Notice Holder, it shall be under no obligation to notify the Company, within 10 Business Days of a include such Notice Holder if such Notice Holder does not deliver an updated Notice and Questionnaire upon request by the Company, of the amount of Registrable Securities sold Company therefore pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s Registrable Securities were so soldSection 3(c) hereof.