Common use of Obligations of Buyer Clause in Contracts

Obligations of Buyer. In connection with the registration of the Registrable Securities, Buyer shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of Buyer that Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from Buyer. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company or Buyer determines to engage the services of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from such Registration Statement. d. Buyer agrees that, upon receipt of notice from the Company, of the happening of any event of the kind such as described in Section 3(e), Buyer will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until Buyer's receipt of the copies of the supplemented or amended prospectus and, if so directed by the Company, Buyer shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. Buyer may not participate in any underwritten registration hereunder unless Buyer (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of Buyer. In connection with Buyer undertakes to Seller that, as from and after the registration Closing Date, it shall carry out, perform and discharge when due all of the Registrable Securitiesobligations and liabilities of Seller or its Subsidiaries under the Purchased Contracts and shall indemnify Seller and Seller’s Affiliates from, and hold Seller and Seller’s Affiliates harmless against, any and all liabilities, cost and expenses suffered or incurred by Seller or the respective Affiliate of Seller as a result of any failure by Buyer to carry out, perform and discharge such obligations and liabilities, in each case (x) other than any Excluded Liabilities and (y) only to the following extent: (i) Buyer shall have not assume, and Seller and its Subsidiaries shall retain, any obligation vis-à-vis customers under any of the following obligations: a. It shall be a condition precedent Purchased Contracts to the extent Seller or its Subsidiaries have rendered performances to customers prior to or on the Closing Date and Buyer shall not be liable for or in respect of any product delivered by Seller or its Subsidiaries prior to or on the Closing Date (provided that the foregoing shall not derogate Buyer from its obligations pursuant to Section 2.3(a)(ii) below). (ii) Buyer shall not assume any of Seller’s or its Subsidiaries’ accounts payable (Verbindlichkeiten aus Lieferungen und Leistungen) vis-à-vis suppliers, service providers or licensors or other Third Parties under any of the Company Purchased Contracts to complete the registration extent such accounts payable arise from performances received by Seller or a Subsidiary from the respective Third Party prior to or on the Closing Date. (iii) Buyer shall not be liable for any act, neglect, breach, default or omission committed by Sellers or its Subsidiaries under any of the Purchased Contracts prior to or on the Closing Date, including any obligation to be performed after the Closing Date due to such an act, neglect, breach, default or omission, and Seller and its Subsidiaries shall retain all liability for any of the foregoing (provided that the foregoing shall not derogate Buyer from its obligations pursuant to this Agreement Section 2.3(a)(ii) below). (iv) To the extent to which Seller or its Subsidiaries retains any warranty, service, maintenance or support obligations with respect to the Registrable Securities of Buyer that Buyer shall furnish to the Company such information regarding itselfproducts delivered by Seller or its Subsidiaries in accordance with, and subject to, the Registrable Securities held by it and the intended method terms of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3Sections 2.1(c) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from Buyer. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company or Buyer determines to engage the services of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from such Registration Statement. d. Buyer agrees that, upon receipt of notice from the Company, of the happening of any event of the kind such as described in Section 3(ethrough 2.1(e), Buyer will immediately discontinue disposition shall, on behalf and at the expense of Registrable Securities pursuant Seller, provide the required services to the Registration Statement covering such Registrable Securities until Buyer's receipt respective customers. For the avoidance of the copies of the supplemented or amended prospectus anddoubt, if so directed by the Company, Buyer Section 8.2(a)(iii) shall deliver apply to the Company or destroy (and deliver to the Company a certificate of destruction) all copies items described in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. Buyer may not participate in any underwritten registration hereunder unless Buyer classes (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and or (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to this Section 5 below2.1(c).

Obligations of Buyer. In connection with (a) Subject to the registration terms of this ARTICLE IX, from and after the Registrable SecuritiesClosing, Buyer shall have indemnify and hold harmless the following obligations: a. It shall be a condition precedent to the obligations Seller Indemnified Parties from and against Losses incurred by any Seller Indemnified Party arising from: (i) any breach of any of the Company to complete the registration representations or warranties of Buyer in this Agreement or in any certificate delivered by or on behalf of Seller pursuant to this Agreement Agreement; (ii) the failure of Buyer to duly perform or observe any covenant, agreement or obligation to be performed or observed by Buyer pursuant to this Agreement; (iii) in the event Buyer has not delivered, to Seller a release as contemplated by Section 5.15 with respect to any Seller Guaranty, failure by Buyer or its Affiliates (including, after the Registrable Securities Closing, the Company) to perform the obligations secured thereby; and (iv) any of the Assumed Liabilities. (b) The obligation of Buyer that Buyer shall furnish to indemnify the Seller Indemnified Parties for Losses is subject to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from Buyer. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company or Buyer determines to engage the services of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from such Registration Statement. d. Buyer agrees that, upon receipt of notice from the Company, of the happening of any event of the kind such as described in Section 3(e), Buyer will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until Buyer's receipt of the copies of the supplemented or amended prospectus and, if so directed by the Company, Buyer shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. Buyer may not participate in any underwritten registration hereunder unless Buyer following limitations: (i) agrees Buyer shall not be required to sell Buyer's Registrable Securities on provide indemnification to any Seller Indemnified Party pursuant to Section 9.3(b)(i) unless the basis provided aggregate amount of Losses incurred by all the Buyer Indemnified Parties in any underwriting arrangements respect of all claims against Seller for indemnification under Section 9.3(b)(i) exceeds the Deductible, and then the Seller Indemnified Parties shall be entitled to indemnification for only the amount in usual excess of the Deductible, and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers in no event shall the aggregate amount of attorney, indemnities, underwriting agreements and other documents reasonably required under Losses for which Buyer is obligated to indemnify the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company Seller Indemnified Parties pursuant to Section 5 below9.3(b)(i) exceed the Cap. Notwithstanding the foregoing sentence, in no event shall Buyer be required to provide indemnification to any Seller Indemnified Party for any single claim or aggregated claims arising out of substantially the same events or circumstances under Section 9.3(b)(i) unless the amount of such claim exceeds the De Minimis Claim Threshold. (c) Notwithstanding anything to the contrary set forth herein, none of the Deductible, the Cap nor the De Minimis Claim Threshold shall apply to any claim involving Losses to the extent arising out of or relating to a breach of any Buyer Fundamental Representation.

Obligations of Buyer. In connection with (a) Whenever Buyer is required by the registration provisions of the Registrable Securities, Buyer shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of Buyer that Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required use its reasonable efforts to effect the registration of such Registrable Securitiesany Subject Stock under the Securities Act of 1933, as amended, (the ‘‘Securities Act’’), Buyer shall (i) prepare and, as soon as reasonably possible, file with the Securities and Exchange Commission (the ‘‘SEC’’) a registration statement with respect to the shares of Subject Stock, and shall execute such documents in connection with use its reasonable efforts to cause such registration statement to become effective and to remain effective until the earlier of the sale of the shares of Subject Stock so registered or such time as Seller may sell all of the Company may reasonably request. At least shares of Subject Stock pursuant to Rule 144 within a three (3) month period, (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be reasonably necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered pursuant to such registration statement until the earlier of the sale of the shares of Subject Stock so registered or such time as Seller may sell all of the shares of Subject Stock pursuant to Rule 144 within a three (3) month period, and (iii) take all such other action either necessary or desirable to permit the shares of Subject Stock held by Seller to be registered and disposed of in accordance with the method of disposition described herein. (b) Notwithstanding the foregoing, if Buyer shall furnish to Seller a certificate signed by its Chairman, Chief Executive Officer or Chief Financial Officer stating that (i) filing a registration statement or maintaining effectiveness of a current registration statement would have a material adverse effect on Buyer or its stockholders in relation to any material financing, acquisition or other corporate transaction, or (ii) Buyer has determined in good faith that the filing or maintaining effectiveness of a current registration statement would require disclosure of material information Buyer has a valid business days purpose of retaining as confidential, Buyer shall be entitled to postpone filing or suspend the use by Seller of the registration statement for a reasonable period of time, but not in excess of one hundred twenty (120) consecutive calendar days; provided that such suspension shall apply to Seller only if it applies to all parties disposing of shares in the registration. The Buyer shall be entitled to exercise such suspension rights up to two (2) times in any calendar year. (c) In connection with any registration statement, the following provisions shall apply: (1) The Buyer shall furnish to Seller, prior to the first anticipated filing date thereof with the SEC, a copy of any registration statement, and each amendment thereof and each amendment or supplement, if any, to the Registration Statementprospectus included therein and shall use its reasonable efforts to reflect in each such document, when so filed with the Company shall notify Buyer of the information the Company requires from BuyerSEC, such comments as Seller and its counsel reasonably may propose. b. (2) The Buyer agrees to cooperate shall take such action as may be necessary so that (i) any registration statement and any amendment thereto and any prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference) complies in all material respects with the Company Securities Act and the Securities Exchange Act of 1934, as reasonably requested by amended (the Company in connection with ‘‘Exchange Act’’) and the preparation respective rules and filing regulations 2 Table of Contents thereunder, (ii) any registration statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Registration Statements hereunderstatements therein not misleading, unless Buyer has notified the Company in writing and (iii) any prospectus forming part of Buyer's election any registration statement, and any amendment or supplement to exclude all such prospectus, does not include an untrue statement of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company a material fact or Buyer determines omit to engage the services of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required state a material fact necessary in order to expedite or facilitate make the disposition statements therein, in the light of the Registrable Securitiescircumstances under which they were made, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from such Registration Statementnot misleading. d. (3) The Buyer agrees thatshall advise Seller and, upon if requested by Seller, confirm such advice in writing: (i) when a registration statement and any amendment thereto has been filed with the SEC and when the registration statement or any post effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to the registration statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by Buyer of notice from any notification with respect to the Company, suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (v) of the happening of any event that requires the making of any changes in the registration statement or the prospectus so that, as of such date, the registration statement and the prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the kind prospectus, in the light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to suspend the use of the prospectus relating to the Subject Stock until the requisite changes have been made). (4) The Buyer shall use its reasonable efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the registration statement relating to the Subject Stock. (5) The Buyer shall furnish to Seller with respect to the registration statement relating to the Subject Stock, without charge, such number of copies of such registration statement and any post-effective amendment thereto, including financial statements and schedules, and all reports, other documents and exhibits (including those incorporated by reference) as Seller shall reasonably request. (6) The Buyer shall furnish to Seller such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) relating to the Subject Stock, in conformity with the requirements of the Securities Act, as Seller may reasonably request in order to effect the offering and sale of the shares of Subject Stock to be offered and sold, but only while Buyer shall be required under the provisions hereof to cause the registration statement to remain current, and Buyer consents (except during any continuance or suspension described in Section 3(e), Buyer will immediately discontinue disposition this Agreement) to the use of Registrable Securities the Prospectus or any amendment or supplement thereto by Seller in connection with the offering and sale of the Subject Stock covered by the Prospectus or any amendment or supplement thereto. (7) Prior to any offering of Subject Stock pursuant to the Registration Statement covering such Registrable Securities until Buyer's receipt of the copies of the supplemented or amended prospectus and, if so directed by the Companyany registration statement, Buyer shall deliver use its reasonable efforts to register or qualify the Company shares of Subject Stock covered by such registration statement under the securities or destroy (and deliver to the Company a certificate of destruction) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt blue sky laws of such notice. e. Buyer may not participate in states as Seller shall reasonably request, maintain any underwritten such registration hereunder unless Buyer or qualification current until the earlier of (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by sale of the Companyshares of Subject Stock so registered, or (ii) completes and executes all questionnaires, powers ninety (90) days subsequent to the effective date of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsregistration statement, and (iii) agrees do any and all other acts and things either reasonably necessary or advisable to pay its pro rata share enable Seller to consummate the public sale or other disposition of all underwriting discounts and commissions and the shares of Subject Stock in jurisdictions where Seller desires to effect such sales or other disposition; provided, however, that Buyer shall not be required to take any expenses action that would subject it to the general jurisdiction of the courts of any jurisdiction in excess of those payable by the Company pursuant which it is not to Section 5 belowsubject or to qualify as a foreign corporation in any jurisdiction where Buyer is not so qualified.

Obligations of Buyer. In connection The obligation of Buyer hereunder to -------------------- consummate the transactions contemplated by this Agreement are expressly subject to the satisfaction of each of the further conditions set forth below, any or all of which may be waived by Buyer in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver ------------------ by Buyer of any other condition or of any of its rights or remedies, at law or in equity, if Seller shall be in default or breach of any of any of the representations, warranties or covenants of Seller under this Agreement: (a) Seller shall have performed the agreements and covenants required to be performed by Seller under this Agreement prior to the Closing, there shall have been no material adverse change in the condition (financial or otherwise), assets, liabilities, earnings, business or prospects of the Company since the date hereof, and the representations and warranties of Seller contained herein shall, except as contemplated or permitted by this Agreement or as qualified in a writing dated as of the date of the Closing delivered by the Company to Buyer with the registration approval of Buyer indicated thereon (which writing is to be attached hereto as Exhibit D, be true in all material respects on and as --------- of the Registrable SecuritiesClosing Date as if made on and as of such date, and Buyer shall have received certificates, dated as of the following obligations:Closing Date, signed by the chief executive and financial officers of Seller, reasonably satisfactory to Buyer and its counsel, to such effect. a. It (b) Seller shall have provided Buyer with certified copies of resolutions (certified as of the Closing Date as being in full force and effect by the President of Seller) duly adopted by the Board of Directors of Seller authorizing the making and performance by Seller of this Agreement. (c) Buyer shall have been provided with written releases of Buyer, in form and substance reasonably satisfactory to Buyer, from each person, if any, who may be entitled to receive a condition precedent to finders fee or other commission from the obligations Company as a consequence of the transactions contemplated hereby. (d) Each of the current officers and directors of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of Buyer that Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from Buyer. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude have resigned all of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company or Buyer determines to engage the services their respective offices of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from such Registration Statement. d. Buyer agrees that, upon receipt of notice from the Company, effective as of the happening of any event Closing. (e) Buyer shall have obtained the financing for consummation of the kind such transactions contemplated hereby, as described provided in Section 3(e), Buyer will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until Buyer's receipt paragraph 8 of the copies letter of intent between the supplemented or amended prospectus andparties hereto dated May 12, if so directed by 1998 (the Company, Buyer shall deliver to the Company or destroy (and deliver to the Company a certificate "Letter of destruction) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeIntent"). e. Buyer may not participate in any underwritten registration hereunder unless Buyer (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of Buyer. In connection with Subject to the registration terms and conditions of the Registrable Securitiesthis Agreement, Buyer shall have perform the following obligations: a. It shall be a condition precedent to 3.3.1 Except in connection with an Excuse Event, purchase the obligations full Coal requirements for Buyer’s Facility under this Agreement and accept delivery of Coal in the Company to complete quantities set forth in this Agreement and in accordance with the registration schedules established pursuant to this Agreement with respect to the Registrable Securities of Buyer that Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably requestAgreement. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from Buyer. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from the Registration Statements. c. In the event that Buyer is obligated to purchase Coal hereunder and is unable or unwilling to take delivery of such Coal from Seller in accordance with this Agreement, then Buyer shall have the Company or Buyer determines obligation to engage the services of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, pay for such Coal in usual and customary form, including, without limitation, customary indemnification and contribution obligations, accordance with the managing underwriter terms hereof without taking delivery of such offering and take Coal. Upon receipt of a Notice by Buyer, Seller shall use commercially reasonable efforts to sell such other actions as are reasonably required in order Coal on behalf of Buyer at the best net price available to expedite or facilitate the disposition it. Seller shall provide Buyer with Notice of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from best offer it receives for such Registration Statement. d. Buyer agrees that, upon receipt of notice from the Company, of the happening of any event of the kind such as described in Section 3(e), Buyer will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until Buyer's receipt of the copies of the supplemented or amended prospectus and, if so directed by the Company, Coal and Buyer shall deliver promptly either accept or reject such offer. If Buyer rejects the offer proposed by Seller, or if, for any reason, Seller fails to the Company or destroy provide Buyer with an offer for all such Coal with fourteen (and deliver to the Company a certificate of destruction14) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time Days of receipt of Buyer’s Notice requesting Seller’s assistance in marketing such noticeCoal, then Buyer shall have the right to sell such Coal to a third party without reduction of Buyer’s payment obligation to Seller related to such Coal. Buyer shall be entitled to the sale proceeds from any sale of Coal pursuant to this Section 3.3.1. In no event shall Seller be in default under this Agreement for failing to identify an acceptable buyer for Coal pursuant to this Section 3.3.1. e. Buyer may not participate 3.3.2 Provide, or cause to be provided, sufficient Transportation Equipment as required by Section 9 of this Agreement for the Coal to be delivered in accordance with the schedules established pursuant to this Agreement. 3.3.3 Pay the applicable Contract Price for Coal delivered and accepted in accordance with this Agreement and any underwritten registration other amounts owed by it hereunder unless Buyer (i) agrees as and when due in accordance with this Agreement. 3.3.4 Provide Seller with the right of refusal to sell supply coal to Buyer's Registrable Securities on the basis ’s Facility following a termination of this Agreement for any reason other than a Seller Event of Default as provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below15.8.

Obligations of Buyer. (i) Buyer shall use its reasonable best efforts to arrange the Financing on the terms and conditions described in the Financing Commitments, including using reasonable best efforts to (A) negotiate definitive documentation for and consummate the Financing contemplated by the Financing Commitments at or prior to the Closing, and (B) enforce its rights under the Financing Commitments in the event of a breach by the Financing Sources of their Obligations thereunder (including by bringing, and pursuing in good faith, appropriate legal Proceedings against the Financing Sources party to the Financing Commitments). In connection with the registration event any portion of the Registrable SecuritiesFinancing becomes unavailable on the terms and conditions described in the Financing Commitments, Buyer shall use it reasonable best efforts to obtain alternative Financing from alternative sources in the aggregate in an amount sufficient to consummate the Contemplated Transactions; provided, that any such alternative Financing shall not be reasonably expected to prevent, impede or delay the consummation of the Contemplated Transactions. Buyer shall keep Seller informed on a reasonably current basis and in reasonable detail with respect to all material activity and developments concerning the status of its efforts to arrange the Financing. In addition, Buyer shall promptly provide Seller with copies of all executed definitive agreements with respect to the Financing. Buyer shall refrain from taking, directly or indirectly, any action that would result in a failure of any of the conditions contained in the Financing Commitments or in any definitive agreement related to the Financing. Buyer shall have the following obligations:right from time to time to amend, supplement or otherwise modify, or waive any of its rights under, the Financing Commitments; provided, that any such amendment, supplement or other modification to or waiver of any provision of the Financing Commitments that amends the Financing shall not, without the prior written consent of Seller, be reasonably expected to prevent, impede or delay the consummation of the Contemplated Transactions. a. It (ii) Without limiting the generality of the foregoing, Buyer shall be a condition precedent notify Seller promptly, and in any event within five (5) Business Days after it becomes aware thereof, (A) of any termination of the Financing Commitments or any definitive agreement related to the obligations Financing, (B) of any breach or default by any party to any Financing Commitments or definitive agreements related to the Financing, (C) of the Company to complete receipt by Buyer of any written notice or other communication (other than negotiations of the registration pursuant to this Agreement definitive agreements with respect to the Registrable Securities Financing) from any Financing Source with respect to any breach, default, termination or repudiation by any party to any Financing Commitment or any definitive agreement related to the Financing or (D) if for any reason, including, for the avoidance of doubt, because Buyer believes that one or more conditions to the closing of the Financing will not be satisfied at or prior to Closing, Buyer no longer believes in good faith that it will be able to obtain all or any portion of the Financing contemplated by the Financing Commitments and the related fee letters on the terms described therein. In such event, Seller may, in its sole discretion, terminate this Agreement in accordance with Section 15.01(c). (iii) For purposes of this Agreement, references to “Financing” shall include any alternative financing required to be obtained in the circumstances provided in this Section 7.08, and references to “Financing Commitments” shall include such documents as related to such alternative Financing. (iv) In connection with any Financing, (A) no Seller Company shall be required to become subject to any Obligations with respect to such agreements or documents except as set forth in the Financing Commitments approved by Seller, and (B) nothing shall obligate any Seller Company to provide a solvency certificate or any similar certificate or to provide any information that would violate any applicable obligations of confidentiality or result in a violation of Applicable Law or loss of any attorney-client communication, attorney work product privilege or any other legal privilege. Buyer acknowledges and agrees that no Seller Company nor any of their respective Affiliates or Representatives shall have any responsibility for, or incur any Obligation to any Person under or in connection with, the arrangement of any Financing that Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from Buyer. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company raise in connection with the preparation Contemplated Transactions. Buyer shall indemnify, defend, save and filing of hold harmless the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude Seller Indemnified Parties from and against all of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company or Buyer determines to engage the services of an underwriter, Buyer agrees to enter into Claims and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from such Registration Statement. d. Buyer agrees that, upon receipt of notice from the Company, of the happening of any event of the kind such as described in Section 3(e), Buyer will immediately discontinue disposition of Registrable Securities pursuant Losses to the Registration Statement covering such Registrable Securities until Buyer's receipt of the copies of the supplemented extent caused by, arising from or amended prospectus and, if so directed by the Company, Buyer shall deliver incurred in connection with or related to the Company any Financings or destroy (and deliver to the Company a certificate of destruction) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeFinancing Commitments. e. Buyer may not participate in any underwritten registration hereunder unless Buyer (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of Buyer. In connection with the registration of the Registrable SecuritiesSubject to Section 2, Buyer shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of Buyer that Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably when required to effect the registration of any Registrable Securities under the terms of this Agreement, Buyer will, as expeditiously as reasonably possible: (a) furnish to the Holder such Registrable Securitiesnumber of copies of the prospectus for the Holder Registration, including a preliminary prospectus (and amendments or supplements thereto), in conformity with the requirements of the Securities Act, and shall execute such other documents in connection with such registration as the Company they may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from Buyer. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company or Buyer determines to engage the services of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required request in order to expedite or facilitate the disposition of the Registrable SecuritiesSecurities owned by the Holder; (b) notify the Holder promptly by electronic mail, if the Holder has provided a valid email address, and, if requested by the Holder, confirm such notification in writing promptly (i) when a Holder Registration has become effective and when any post-effective amendments and supplements thereto become effective (except with respect to a post-effective amendment filed to terminate an offering following expiration of the Registration Period), (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Holder Registration that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Holder Registration or the initiation of any proceedings for that purpose, (iv) of the receipt by Buyer of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by Buyer that a post-effective amendment to a Holder Registration would be appropriate (except with respect to a post-effective amendment filed to terminate an offering following expiration of the Registration Period); (c) use all commercially reasonable efforts to (i) register and qualify the securities covered by such Holder Registration under such other securities or blue sky laws of such jurisdictions in the United States as will be reasonably requested by the Holder; provided, however, that Buyer will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state or jurisdiction unless Buyer has notified is already so qualified or subject to service of process, respectively, in such jurisdiction; and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities, including the Company in writing National Association of Securities Dealers, as may be necessary by virtue of Buyer's election ’s business and operations; provided, however, that Buyer will not be required to exclude all (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of Buyer's Registrable process in any such jurisdiction except as may be required by the Securities from such Act; (d) promptly notify the Holder when a prospectus relating to the Holder Registration Statement. d. Buyer agrees that, upon receipt of notice from is required to be delivered under the CompanySecurities Act, of the happening of any event as a result of which the prospectus included in such Holder Registration, 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 light of the kind such as described in Section 3(e)circumstances then existing and, Buyer will immediately discontinue disposition of Registrable Securities pursuant subject to the Registration Statement covering such Registrable Securities until Buyer's receipt provisions of this Agreement, at the request of the Holder, prepare and furnish to the Holder a reasonable number of copies of the supplemented a supplement to or amended prospectus and, if so directed by the Company, Buyer shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in Buyer's possession, an amendment of the prospectus covering such as may be necessary to correct the untrue statement or omission; and (e) upon the request of the Holder, promptly provide the name, address and other contract information regarding Buyer’s transfer agent for the Registrable Securities current at and the time of receipt of such noticeCUSIP number for the Registrable Securities. e. Buyer may not participate in any underwritten registration hereunder unless Buyer (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of Buyer. In connection with (a) Whenever Buyer is required by the provisions of this Agreement to use its reasonable efforts to effect the registration of any Subject Stock under the Registrable SecuritiesSecurities Act of 1933, as amended, (the ‘‘Securities Act’’), Buyer shall have (i) prepare and, as soon as reasonably possible, file with the following obligations: a. It shall be Securities and Exchange Commission (the ‘‘SEC’’) a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement statement with respect to the Registrable shares of Subject Stock, and shall use its reasonable efforts to cause such registration statement to become effective and to remain effective until the earlier of the sale of the shares of Subject Stock so registered or such time as Seller may sell all of the shares of Subject Stock pursuant to Rule 144 within a three (3) month period, (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be reasonably necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of Buyer that all securities proposed to be registered pursuant to such registration statement until the earlier of the sale of the shares of Subject Stock so registered or such time as Seller may sell all of the shares of Subject Stock pursuant to Rule 144 within a three (3) month period, and (iii) take all such other action either necessary or desirable to permit the shares of Subject Stock held by Seller to be registered and disposed of in accordance with the method of disposition described herein. (b) Notwithstanding the foregoing, if Buyer shall furnish to the Company purchaser a certificate signed by its Chairman, Chief Executive Officer or Chief Financial Officer stating that (i) filing a registration statement or maintaining effectiveness of a current registration statement would have a material adverse effect on Buyer or its stockholders in relation to any material financing, acquisition or other corporate transaction, or (ii) Buyer has determined in good faith that the filing or maintaining effectiveness of a current registration statement would require disclosure of material information Buyer has a valid business purpose of retaining as confidential, Buyer shall be entitled to postpone filing or suspend the use by Seller of the registration statement for a reasonable period of time, but not in excess of one hundred twenty (120) consecutive calendar days; provided that such information regarding itselfsuspension shall apply to Seller only if it applies to all parties disposing of shares in the registration. The Buyer shall be entitled to exercise such suspension rights up to two (2) times in any calendar year. (c) In connection with any registration statement, the Registrable following provisions shall apply: (1) The Buyer shall furnish to Seller, prior to the filing thereof with the SEC, a copy of any registration statement, and each amendment thereof and each amendment or supplement, if any, to the prospectus included therein and shall use its reasonable efforts to reflect in each such document, when so filed with the SEC, such comments as Seller and its counsel reasonably may propose. (2) The Buyer shall take such action as may be necessary so that (i) any registration statement and any amendment thereto and any prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference) complies in all material respects with the Securities held by it Act and the intended method Securities Exchange Act of disposition 1934, as amended (the ‘‘Exchange Act’’) and the respective rules and regulations 2 Table of Contents thereunder, (ii) any registration statement and any amendment thereto does not, when it becomes effective, contain 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, and (iii) any prospectus forming part of any registration statement, and any amendment or supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securitiescircumstances under which they were made, and shall execute such documents in connection with such registration as the Company may reasonably request. At least three not misleading. (3) business days prior The Buyer shall advise Seller and, if requested by Seller, confirm such advice in writing: (i) when a registration statement and any amendment thereto has been filed with the SEC and when the registration statement or any post effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to the first anticipated filing date registration statement or the prospectus included therein or for additional information; (iii) of the Registration Statement, issuance by the Company shall notify SEC of any stop order suspending effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by Buyer of any notification with respect to the information the Company requires from Buyer. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing suspension of the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company or Buyer determines to engage the services of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition qualification of the Registrable Securities, unless Buyer has notified securities included therein for sale in any jurisdiction or the Company in writing initiation of Buyer's election to exclude all of Buyer's Registrable Securities from any proceeding for such Registration Statement. d. Buyer agrees that, upon receipt of notice from the Company, purpose; and (v) of the happening of any event that requires the making of any changes in the registration statement or the prospectus so that, as of such date, the registration statement and the prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the kind prospectus, in the light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to suspend the use of the prospectus relating to the Subject Stock until the requisite changes have been made). (4) The Buyer shall use its reasonable efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the registration statement relating to the Subject Stock. (5) The Buyer shall furnish to Seller with respect to the registration statement relating to the Subject Stock, without charge, such number of copies of such registration statement and any post-effective amendment thereto, including financial statements and schedules, and all reports, other documents and exhibits (including those incorporated by reference) as Seller shall reasonably request. (6) The Buyer shall furnish to Seller such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) relating to the Subject Stock, in conformity with the requirements of the Securities Act, as Seller may reasonably request in order to effect the offering and sale of the shares of Subject Stock to be offered and sold, but only while Buyer shall be required under the provisions hereof to cause the registration statement to remain current, and Buyer consents (except during any continuance or suspension described in Section 3(e), Buyer will immediately discontinue disposition this Agreement) to the use of Registrable Securities the Prospectus or any amendment or supplement thereto by Seller in connection with the offering and sale of the Subject Stock covered by the Prospectus or any amendment or supplement thereto. (7) Prior to any offering of Subject Stock pursuant to the Registration Statement covering such Registrable Securities until Buyer's receipt of the copies of the supplemented or amended prospectus and, if so directed by the Companyany registration statement, Buyer shall deliver use its reasonable efforts to register or qualify the Company shares of Subject Stock covered by such registration statement under the securities or destroy (and deliver to the Company a certificate of destruction) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt blue sky laws of such notice. e. Buyer may not participate in states as Seller shall reasonably request, maintain any underwritten such registration hereunder unless Buyer or qualification current until the earlier of (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by sale of the Companyshares of Subject Stock so registered, or (ii) completes and executes all questionnaires, powers ninety (90) days subsequent to the effective date of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsregistration statement, and (iii) agrees do any and all other acts and things either reasonably necessary or advisable to pay its pro rata share enable Seller to consummate the public sale or other disposition of all underwriting discounts and commissions and the shares of Subject Stock in jurisdictions where Seller desires to effect such sales or other disposition; provided, however, that Buyer shall not be required to take any expenses action that would subject it to the general jurisdiction of the courts of any jurisdiction in excess of those payable by the Company pursuant which it is not to Section 5 belowsubject or to qualify as a foreign corporation in any jurisdiction where Buyer is not so qualified.

Obligations of Buyer. In connection The obligation of Buyer hereunder to consummate the transactions contemplated by this Agreement are expressly subject to the satisfaction of each of the further conditions set forth below, any or all of which may be waived by Buyer in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Buyer of any other condition or of any of its rights or remedies, at law or in equity, if Seller or its Members shall be in default or breach of any of its representations, warranties or covenants hereunder: (a) Seller shall have performed the agreements and covenants required to be performed by Seller under this Agreement prior to the Closing, there shall have been no material adverse change in the condition (financial or otherwise), assets, liabilities, earnings or business of Seller since the date hereof, and the representations and warranties of the Seller contained herein shall, except as contemplated or permitted by this Agreement or as qualified in writing dated as of the date of the Closing delivered by the Seller to Buyer with the registration approval of Buyer indicated thereon, be true in all material respects on and as of the Registrable SecuritiesClosing Date as if made on and as of such date, and Buyer shall have received certificates, dated as of the following obligations:Closing Date, signed by the chief executive and financial officers of Seller, reasonably satisfactory to Buyer and its counsel, to such effect. a. It (b) Buyer shall be have received a condition precedent certificate of from Seller's Members to the obligations effect that, except as may be disclosed in this Agreement, any schedules or exhibits hereto, or in an attachment to such certificate, (i) the Members have no knowledge of any obligation or liability, or other fact, which has not been disclosed to Buyer which may reasonably be expected to materially and adversely affect the Company to complete the registration pursuant to this Agreement business, assets, liabilities, properties or condition (financial or otherwise) of Buyer with respect to the Registrable Securities of Buyer that Buyer shall furnish to the Company such information regarding itselfownership, the Registrable Securities held by it use and the intended method of disposition operation of the Registrable Securities held by it as shall be reasonably required to effect Assets following the registration of such Registrable SecuritiesClosing, and shall execute (ii) the Members will indemnify and hold Buyer harmless from and against any loss, cost or expense incurred by Buyer as a consequence of any such documents in connection with such registration as obligation, liability or other fact of which the Company may reasonably request. At least three (3) business days Members had knowledge but which was not disclosed to Buyer prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from BuyerClosing. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company or Buyer determines to engage the services of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from such Registration Statement. d. Buyer agrees that, upon receipt of notice from the Company, of the happening of any event of the kind such as described in Section 3(e), Buyer will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until Buyer's receipt of the copies of the supplemented or amended prospectus and, if so directed by the Company, Buyer shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. Buyer may not participate in any underwritten registration hereunder unless Buyer (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of Buyer. In connection with (i) Buyer shall use its reasonable best efforts to arrange the registration Financings on the terms and conditions described in the Financing Commitments (including any “market flex” provisions applicable thereto), including using reasonable best efforts to (A) negotiate definitive documentation for the Financings contemplated by the Financing Commitments at or prior to the Closing and, subject to the closing conditions contained in Article VIII, consummate or cause the consummation of the Registrable SecuritiesFinancings at Closing, (B) satisfy all conditions applicable to Buyer and its Affiliates to obtaining the Financings and (C) enforce its rights under the Financing Commitments in the event of a breach by any of the Financing Sources (including by bringing, and pursuing in good faith, appropriate Proceedings against the applicable Financing Sources party to the Financing Commitments; provided, that, Buyer shall not be required to bring and pursue such Proceedings if Buyer has obtained alternative Financings). In the event any portion of the Financings becomes unavailable on substantially the same terms and conditions (including the “market flex” provisions) contemplated in the Financing Commitments, Buyer shall use its reasonable best efforts to arrange to obtain alternative Financings, including from alternative sources, on terms not materially less favorable, in the aggregate, to Buyer, in an amount sufficient to consummate the Contemplated Transactions; provided, that any such alternative Financings shall not (1) reduce the aggregate amount of the Financings available on the Closing Date from that contemplated in the Financing Commitments, (2) materially expand upon the conditions precedent to the Financings as set forth in the Financing Commitments or (3) be reasonably expected to prevent, or materially impede or delay the consummation of the Contemplated Transactions. Buyer shall refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Financing Commitments or in any definitive agreement related to the Financings. Buyer shall have the following obligations: a. It right from time to time to amend, supplement or otherwise modify, or waive any of its rights under, the Financing Commitments; provided, that any such amendment, supplement or other modification to or waiver of any provision of the Financing Commitments that amends the Financings shall be a condition not, without the prior written consent of Seller, (x) reduce the aggregate amount of the Financings available on the Closing Date, or the length of the commitment therefor, from that contemplated in the Financing Commitments, (y) expand upon the conditions precedent to the obligations Financings as set forth in the Financing Commitments in any respect or (z) be reasonably expected to prevent, or materially impede or delay the consummation of the Company Contemplated Transactions. (ii) Buyer shall keep Seller informed on a reasonably current basis and in reasonable detail with respect to complete all material activity and developments concerning the registration pursuant status of its efforts to this Agreement arrange and consummate the Financings. Without limiting the generality of the foregoing, Buyer shall notify Seller promptly, and in any event within two (2) Business Days after it becomes aware thereof, (A) of any termination or threatened, in writing, termination of any Financing Commitment or any definitive agreement related to the Financings, (B) of any breach or default by any party to any Financing Commitments or definitive agreements related to the Financings, (C) of the receipt by Buyer of any written notice or other communication (other than negotiations of the definitive agreements with respect to the Registrable Securities Financings) from any Financing Source with respect to any breach, default, termination or repudiation by any party to any Financing Commitment or any definitive agreement related to the Financings or (D) if for any reason, including, for the avoidance of doubt, because Buyer believes that one or more conditions to the closing of the Financings will not be satisfied at or prior to Closing, Buyer no longer believes in good faith that it will be able to obtain all or any portion of the Financings contemplated by the Financing Commitments and the related fee letters on the terms described therein. (iii) For purposes of this Agreement, references to “Financings” shall include any alternative financing required to be obtained in the circumstances provided in this Section 6.8(a), and references to “Financing Commitments” shall include such documents as related to such alternative Financings. (iv) In connection with any Financing, (A) neither Seller nor any of its Affiliates shall be required to become subject to any obligations or liabilities with respect to such agreements or documents and (B) nothing shall obligate Seller or any of its Affiliates to provide a solvency certificate or any similar certificate, to declare or make any determinations with respect to any dividends or to provide any information that would violate any applicable obligations of confidentiality or result in a violation of applicable Law or loss of any legal privilege. Buyer acknowledges and agrees that neither Seller or any of its Affiliates or Representatives shall have any responsibility for or incur any Obligation to any Person under or in connection with, the arrangement of any Financing that Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from Buyer. b. Buyer agrees to cooperate with the Company as reasonably requested by the Company raise in connection with the preparation Contemplated Transactions. Buyer shall indemnify, defend, save and filing of hold harmless the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude Seller Indemnified Parties from and against any and all of Buyer's Registrable Securities from the Registration Statements. c. In the event the Company or Buyer determines to engage the services of an underwriter, Buyer agrees to enter into Claims and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from such Registration Statement. d. Buyer agrees that, upon receipt of notice from the Company, of the happening of any event of the kind such as described in Section 3(e), Buyer will immediately discontinue disposition of Registrable Securities pursuant Losses to the Registration Statement covering such Registrable Securities until Buyer's receipt of the copies of the supplemented extent caused by, arising from or amended prospectus and, if so directed by the Company, Buyer shall deliver incurred in connection with or related to the Company any Financings or destroy (and deliver to the Company a certificate of destruction) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeFinancing Commitments. e. Buyer may not participate in any underwritten registration hereunder unless Buyer (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of Buyer. In connection with the registration of the Registrable Securities, Buyer shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to Whenever required under this Agreement with respect to the Registrable Securities of Buyer that Buyer shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required Section 5.4 to effect the registration of such any Registrable Securities, Buyer, at its expense, shall, as expeditiously as reasonably possible: (i) Prepare and shall execute file with the SEC a registration statement with respect to such documents Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective and, subject to the proviso in this Section 5.4(c)(i), keep such registration statement effective for a period of up to ninety (90) days or until the distribution contemplated in the registration statement has been completed; provided, however, that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act, or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (i) and (ii) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. (ii) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (iii) Furnish to the Sellers such numbers of copies of a prospectus in conformity with the requirements of the Securities Act, and such other documents as the Company Sellers may reasonably request. At least three (3) business days prior request from time to time in order to facilitate the first anticipated filing date disposition of the Registration Statement, the Company shall notify Buyer of the information the Company requires from BuyerRegistrable Securities owned by it. b. Buyer agrees (iv) Use its best efforts to cooperate with register and qualify the Company securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Company Sellers; provided that Buyer shall not be required in connection with the preparation and filing therewith or as a condition thereto to qualify to do business or to file a general consent to service of the Registration Statements hereunderprocess in any such states or jurisdictions, unless Buyer has notified is already required to qualify to do business or subject to service in such jurisdiction and except as may be required by the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from the Registration StatementsAct. c. (v) In the event the Company or Buyer determines to engage the services of an underwriterany underwritten public offering, Buyer agrees to enter into and perform Buyer's its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take offering. If a Seller makes such other actions as are reasonably required request referenced in order Section 5.4(b) above to expedite or facilitate the disposition of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's have his Registrable Securities from included in such Registration Statementregistration and underwriting, the Seller shall also enter into and perform his obligations under such an underwriting agreement. d. Buyer agrees that, upon receipt (vi) Notify each Seller of notice from Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Company, Securities 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 kind circumstances then existing, and, at the request of a Seller, prepare and furnish to such Seller a reasonable number of supplements to, or amendment of, such prospectus as described may be necessary so that, as thereafter delivered to the purchasers of such share, such prospectus shall not include 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 or incomplete in Section 3(e), Buyer will immediately discontinue disposition light of the circumstances then existing. (vii) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration. (viii) Make available for inspection by any underwriter participating in any disposition pursuant to such registration, and any attorney or accountant retained by the Registration Statement covering such Registrable Securities until underwriter, all financial and other records, pertinent corporate documents and properties of Buyer, and cause Buyer's receipt officers and directors to supply all information reasonably requested by the underwriter, attorney or accountant in connection with such registration statement; provided, however, that the underwriter, attorney or accountant shall agree to hold in confidence and trust all information so provided. (ix) Make available to each Seller participating in such registration, upon the request of such Seller: (A) in the case of an underwritten public offering, a copy of any opinion of counsel for Buyer provided to the underwriters participating in such offering, dated the date such shares are delivered to such underwriters for sale in connection with the registration statement; (B) in the case of an underwritten public offering, a copy of any "comfort" letters provided to the underwriters participating in such offering and signed by Buyer's independent public accountants who have examined and reported on Buyer's financial statements included in the registration statement, to the extent permitted by the standards of the copies AICPA or other relevant authorities; and (C) a copy of all documents filed with and all correspondence from or to the SEC in connection with any such offering other than non-substantive cover letters and the like. (x) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the supplemented or amended prospectus andSEC, if so directed by and timely make available to its security holders an earnings statement covering the Companyperiod of at least 12 months, Buyer shall deliver to but not more than 18 months, beginning with the Company or destroy (and deliver to first month after the Company a certificate of destruction) all copies in Buyer's possession, effective date of the prospectus covering such Registrable Securities current at registration statement, which earnings statement shall satisfy the time provisions of receipt Section 11(a) of such noticethe Exchange Act. e. Buyer may not participate in any underwritten registration hereunder unless Buyer (i) agrees to sell Buyer's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.