Common use of OBLIGATIONS OF BORROWER Clause in Contracts

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below); (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, in connection therewith or as a condition thereto, to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g) shall not be counted in the 120 day period of this Section 9.03.

OBLIGATIONS OF BORROWER. Whenever When applicable within the terms hereof and as required to effect any registration hereunder within the registration of any Registrable Securities pursuant to this Agreementlimitations hereof, Borrower shall, as expeditiously and as reasonably possible, use its reasonable best efforts, to: (a) Prepare Prepare, file and file cause to become effective with the SEC Securities and Exchange Commission (the "SEC") a registration statement with respect (the "Registration Statement"), and reasonable and necessary amendments to such Registrable Securities and use all reasonable efforts Registration Statement, to cause such registration statement to become effective, subject to include the receipt Shares. Such Registration Statement may include other shares of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below);Borrower's common stock for sale. (b) Prepare Enter into a written underwriting agreement in customary form and file with substance reasonably satisfactory to Borrower, the SEC such amendments and supplements to such registration statement Lenders and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions managing underwriter or underwriters of the 1933 Act with respect public offering of such securities, if the offering is to the disposition of all securities covered by such registration statement, be underwritten in whole or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below);in part. (c) Furnish to the Holders Lenders and to the underwriters of the securities being registered such numbers reasonable number of copies of a the Registration Statement, preliminary prospectus, including a preliminary final prospectus, and all amendments and supplements thereto, in conformity with the requirements of the 1933 Act, and Securities Act or as such other documents as they underwriters may reasonably request in order to facilitate the disposition public offering of Registrable Securities owned by them;such securities. (d) Use all reasonable efforts to register Register and qualify the securities covered by such registration statement Registration Statement under such other state securities or Blue Sky blue sky laws of such jurisdictions deemed necessary by Borrower, and prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements and to take such other actions as shall may be reasonably requested by the Holders, provided that Borrower shall not be required, in connection therewith or necessary to maintain such registration and qualification as a condition thereto, to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions;necessary. (e) In Notify the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statementLenders, at any time when a prospectus relating thereto and to the Warrant Shares covered by such registration statement the Registration Statement is required to be delivered under the 1933 Securities Act, of the happening of any event as a result of which the prospectus included in such registration statementthe Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and. Borrower will promptly amend or supplement the Registration Statement to correct any such untrue statement or omission. (f) Notify the Lenders of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for the purpose. (g) In the event of the notification provided for in Section 9.03(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof Do such other actions or make available to the Holders) as soon Lenders such documents as reasonably possible an amended prospectus complying with required under the 1933 Act, Securities Act and the period during which the prospectus referred to as reasonably requested in the notice provided for in Section 9.03(f) above cannot be used and the time period prior relation to the use registration of securities covered by the amended prospectus referred to in this Section 9.03(g) shall not be counted in the 120 day period of this Section 9.03Registration Statement.

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 180 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below); (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 180 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, in connection therewith or as a condition thereto, to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f9.04(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f9.04(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g9.04(g) shall not be counted in the 120 180 day period of this Section 9.03.9.04. -38- Agreement (Continued) --------------------------------------------------------------------------------

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below); (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below);; -------------------------------------------------------------------------------- 37 Agreement (Continued) -------------------------------------------------------------------------------- (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, required in connection therewith or as a condition thereto, thereto to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f9.04(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f9.04(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g9.04(g) shall not be counted in the 120 day period of this Section 9.039.04.

OBLIGATIONS OF BORROWER. Whenever required to effect The Borrower shall, from and after the registration date of any Registrable Securities pursuant to execution of this Agreement, affirmatively undertake to perform at its own expense the matters set forth in the following items. The provisions of this Article shall remain in effect until all obligations owed by the Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with to the SEC a registration statement Lender with respect to such Registrable Securities this Agreement have been performed, whether or not the Loan Limit Period has ended. (i) When the Borrower submits securities reports, amendment reports, semi-annual reports, quarterly reports, and use all reasonable efforts extraordinary reports, etc. (hereinafter referred to cause such registration statement to become effectiveas “Reports, subject etc.”) to the receipt head of the competent financial bureau, a copy of such Reports, etc. shall be submitted to the lender without delay. In the event that the Report, etc. is disclosed electronically through an electronic disclosure system for securities reports and other disclosure documents under the Financial Instruments and Exchange Law (EDINET), the above submission shall be deemed to have been made at the time of such disclosure without requiring any notice or any other action to the Lender. However, if the Lender requires a copy of the Report, etc., a copy of the Report, etc. shall be submitted. (ii) Immediately notify the Lender in writing of the occurrence of any of the events listed in each item of Article 5.1 or 5.2 of the Bank Transaction Agreement, or of the possibility of the occurrence of any such event. (iii) If requested by Lender for reasonable cause, immediately notify Lender in writing of the property, management or business conditions of Borrower and its subsidiaries and affiliates (all required information from as defined in the HoldersRegulations Concerning Terms, Forms and Preparation Methods of Financial Statements, etc., and keep the same shall apply hereinafter), and provide Lender with the convenience necessary to investigate such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below);matters. (biv) Prepare If the Borrower submits a Loan Application Form and file the Lender requests it for reasonable cause, to provide the Lender with the SEC such amendments and supplements benefits necessary for the Lender to such registration statement and the prospectus used conduct an investigation in connection with such registration statement as may be necessary the Acquisition. (v) If any material change occurs or is likely to comply with occur in the provisions property, management, or business conditions of the 1933 Act with respect to Borrower or its subsidiaries or affiliates, immediately notify the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below);Lender thereof in writing. (cvi) Furnish If a situation arises or is likely to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, arise in conformity with the requirements which each of the 1933 Actitems listed in Article 7 is not true, and such other documents as they may reasonably request immediately notify the Lender in order writing to facilitate the disposition of Registrable Securities owned by them; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, in connection therewith or as a condition thereto, to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g) shall not be counted in the 120 day period of this Section 9.03.

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: : (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below); ; (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); ; (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; ; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, in connection therewith or as a condition thereto, to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; ; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; ; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and and (g) In the event of the notification provided for in Section 9.03(f9.04(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f9.04(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g9.04(g) shall not be counted in the 120 day period of this Section 9.039.04.

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below); (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, required in connection therewith or as a condition thereto, thereto to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f9.04(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably -------------------------------------------------------------------------------- 35 40 Agreement (Continued) -------------------------------------------------------------------------------- possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f9.04(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g9.04(g) shall not be counted in the 120 day period of this Section 9.039.04.

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file Borrower agrees to pay to Administrative Agent in connection with each Letter of Credit issued hereunder: (i) immediately upon the SEC a registration statement demand of Administrative Agent, on behalf of all Lenders, the amount paid by each Lender with respect to such Registrable Securities Letter of Credit; (ii) immediately upon demand of Administrative Agent, the amount of any draft presented purporting to be drawn under such Letter of Credit; PROVIDED THAT, the draft and use all reasonable efforts accompanying documents conform to cause such registration statement to become effective, the terms of the Letter of Credit but subject to the receipt THIRD AMENDED AND 31 RESTATED CREDIT AGREEMENT terms of all SECTION 3.8 (whether or not Administrative Agent has at such time honored such draft) and any other amounts paid thereunder (it being understood that Administrative Agent is not required information to make demand upon or proceed against any Lender or other party or to resort to any Collateral before obtaining payment from Borrower); (iii) interest on any indebtedness outstanding with respect to such Letter of Credit, whether for funds paid on drafts on such Letter of Credit, or otherwise (but such indebtedness shall not include undrawn balances of such Letter of Credit issued hereunder), at the rate applicable to Base Portions under SECTION 2.6(a)(i) hereof from the Holdersdate of payment by Administrative Agent (if not reimbursed by Borrower on the same day) to the date one (1) Business Day after notice to Borrower of such payment, and keep thereafter at the rate specified in SECTION 2.6(a)(ii) hereof; and (iv) the following fees: (A) For the ratable benefit of Lenders, in accordance with their respective Pro Rata Share, a fee for each Letter of Credit, payable in installments in arrears, so long as such registration statement effective Letter of Credit remains outstanding. Such installments shall be paid for the period from and including the date of issuance of the applicable Letter of Credit, to but excluding the next quarterly payment date (as hereinafter specified), and thereafter for the period from and including such quarterly payment date to but excluding the next quarterly payment date or (if earlier) the expiry date of such Letter of Credit; such installments shall be paid on each March 31, June 30, September 30, December 31, and (if earlier) the expiry date of such Letter of Credit. Each such installment shall be in an amount equal to the product of (a) the Applicable Margin for Eurodollar Portions in effect on the date of payment of such fee (and applied on a per annum basis) MULTIPLIED BY (b) the face amount of such Letter of Credit, and pro rated for the period for which such installment is due; (B) For the individual account of Administrative Agent, as issuer of the Letters of Credit, a Letter of Credit issuance and fronting fee for each Letter of Credit, payable in installments in arrears, SO LONG as such Letter of Credit remains outstanding. Such installments shall be paid for the period from and including the date of issuance of the applicable Letter of Credit, to but excluding the next quarterly payment date (as hereinafter specified), and thereafter for the period from and including such quarterly payment date to but excluding the next quarterly payment date or (if earlier) the expiry date of such Letter of Credit; such installments shall be paid on each March 31, June 30, September 30, December 31, and (if earlier) the expiry date of such Letter of Credit. Each such installment shall be in an amount equal to the product of (a) 0.250% per annum MULTIPLIED BY (b) the face amount of such Letter of Credit, and pro rated for the period for which such installment is due; and (C) For the individual account of Administrative Agent, standard administrative charges for Letter of Credit amendments. Interest under the preceding CLAUSE (iii) shall be paid at the times and in the manner set forth in SECTION 2.6 hereof, and shall accrue on amounts paid on a Letter of Credit (if not reimbursed by Borrower on the same day) from the date of payment by Administrative THIRD AMENDED AND 32 RESTATED CREDIT AGREEMENT Agent, whether or not demand is made, until the sooner of all such Registrable Securities having been distributedamounts are reimbursed by Borrower whether before, at or until 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below);after demand. (b) Prepare On or before the Final Maturity Date, in the absence of a Default or Event of Default, and file with the SEC such amendments and supplements subject to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect SECTION 2.7 hereof, Lenders hereby agree to the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, in connection therewith or as a condition thereto, to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory advance funds to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary Loan to make the statements therein payments required under SECTION 3.5(a)(i) and (ii) hereof. If any payment by Administrative Agent of a draft drawn under a Letter of Credit is for any reason (including, without limitation, the occurrence or continuation of a Default or Event of Default hereunder) not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f) above cannot be used and the time period reimbursed prior to or on the use date of such payment, the amended prospectus referred amount of such payment shall thereupon be deemed for purposes hereof an Advance under SECTION 2.7 hereof but payable upon the demand of Administrative Agent at the direction of Required Lenders. Such demand reimbursement obligation shall be otherwise subject to in this Section 9.03(g) shall not be counted in all the 120 day period of this Section 9.03terms and conditions thereof as if advanced by Lenders pursuant to SECTION 2.7 hereof (but without duplication).

OBLIGATIONS OF BORROWER. Whenever required under this Exhibit B to ----------------------- effect the registration of any Registrable Securities pursuant to this AgreementSecurities, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable its best efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, effective and keep such registration statement effective until the sooner for a period of all such Registrable Securities having been distributed, or until up to 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below);days. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below);. (c) Furnish to the Holders Lender such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they Lender may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;Lender. (d) Use all reasonable its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, Lender; provided that Borrower shall not be required, required in connection therewith or as a condition thereto, thereto to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions;. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement agreement, in usual and customary form, with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting Lender shall also enter into and perform its obligations under such an agreement;. (f) Notify each Holder of Registrable Securities covered by such registration statement, Lender at any time when a prospectus relating thereto and covered by such registration statement Registrable Securities is required to be delivered under the 1933 Act, Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and. (g) In the event of the notification provided for in Section 9.03(f) above, Cause all such Registrable Securities registered hereunder to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g) shall not be counted in the 120 day period of this Section 9.03are then listed.

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below); (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, required in connection therewith or as a condition thereto, thereto to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process Process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary andcustomary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;: (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f9.04(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f9.04(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g9.04(g) shall not be counted in the 120 day period of this Section 9.039.04.

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed Agreement (Continued) -------------------------------------------------------------------------------- since such registration statement became effective (subject to an extension of this period as provided below); (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, in connection therewith or as a condition thereto, to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f9.04(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f9.04(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g9.04(g) shall not be counted in the 120 day period of this Section 9.039.04.

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below); (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, required in connection therewith or as a condition thereto, thereto to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f9.04(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f9.04(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g9.04(g) shall not be counted in the 120 day period of this Section 9.039.04.

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 days have elapsed since such registration statement became effective (subject to an extension of this period as provided below); (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use all commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, in connection therewith or as a condition thereto, to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f) above, Borrower shall use its best commercially reasonable efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g) shall not be counted in the 120 day period of this Section 9.03.

OBLIGATIONS OF BORROWER. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, Borrower shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, subject to the receipt of all required information from the Holders, and keep such registration statement effective until the sooner of all such Registrable Securities having been distributed, or until 120 one hundred twenty (120) days have elapsed since such registration statement became effective (subject to an extension of this period as provided below); (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement, or 120 one hundred twenty (120) days have elapsed since such registration statement became effective (subject to the extension of this period as provided below); (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Borrower shall not be required, required in connection therewith or as a condition thereto, thereto to qualify as a broker-dealer in any states or jurisdictions or to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement with the managing underwriter of such offering, in usual and customary form reasonably satisfactory to Borrower and the Holders of a majority of the Registrable Securities to be included in such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto and covered by such registration statement is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) In the event of the notification provided for in Section 9.03(f) above, Borrower shall use its best efforts to prepare and file with the SEC (and to provide copies thereof to the Holders) as soon as reasonably possible an amended prospectus complying with the 1933 Act, and the period during which the prospectus referred to in the notice provided for in Section 9.03(f) above cannot be used and the time period prior to the use of the amended prospectus referred to in this Section 9.03(g) shall not be counted in the 120 day one hundred twenty (120)-day period of this Section 9.03.