Common use of Obligations of Holdings Clause in Contracts

Obligations of Holdings. In connection with the registration of the Registrable Securities, Holdings shall use all commercially reasonable efforts to: (a) Subject to the provisions of Section 3(q) hereof, promptly (i) prepare and file with the Commission such amendments (including post-effective amendments) to the Registration Statement and supplements to the Prospectus as may be necessary to keep the Registration Statement continuously effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by Investors for resales of the Registrable Securities for a period of two years from the date the Registration Statement is first declared effective by the Commission (the "Effective Time") or such shorter period that will terminate when all the Registrable Securities covered by the Registration Statement have been sold pursuant thereto in accordance with the plan of distribution provided in the Prospectus or otherwise cease to be Registrable Securities (the "Registration Period") and (ii) take all lawful action such that each of (A) the 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 (B) the Xxxxxxxxxx forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Holdings' obligations hereunder shall terminate as to any investor at such time as that Investor's Registrable Securities can be sold under Rule 144(k); (b) During the Registration Period, comply with the provisions of the Securities Act with respect to the Registrable Securities of Holdings covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investors as set forth in the Prospectus forming part of the Registration Statement; (i) Prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investors and reflect in such documents all such comments as the Investors reasonably may propose (including comments as to the Investors' plans of distribution); and (ii) furnish to each Investor whose Registrable Securities are included in the Registration Statement, (A) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by Holdings, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (B) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (i) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or "blue sky" laws of all jurisdictions requiring blue sky registration or qualification, (ii) prepare and file in such jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be reasonably necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Holdings shall not be required in connection with any of its obligations under this Section 3(d) to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Investor of the occurrence of any event, as a result of which the Prospectus included in the 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Investor as such Investor may reasonably request; (f) Notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement on the date of receipt of any such stop order or other suspension, and take all lawful action to effect the withdrawal, recession or removal of such stop order or other suspension; (g) Cause all the Registrable Securities covered by the Registration Statement to be listed, not later than the date that Registration Statement is declared effective by the Commission, on a principal national securities exchange, or included in an inter-dealer quotation system of a registered national securities association, on or in which securities of the same class or series issued by Holdings are then listed or included; (h) Maintain a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement; (i) Reasonably cooperate with the Investors who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Investors reasonably may request and registered in such names as the Investors may request; and, within five business days after a registration statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by Holdings to deliver to the transfer agent for the Registrable Securities (with copies to the Investors whose Registrable Securities are included in such registration statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (j) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Investors of their Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (k) Make generally available to its security holders as soon as practicable, but in any event not later than three (3) months after (i) the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, and (ii) the effective date of each post-effective amendment to the Registration Statement, as the case may be, an earnings statement of Holdings and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of Holdings, Rule 158); (l) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which Holdings does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (m) In connection with any underwritten offering, make such representations and warranties to the Investors participating in such underwritten offering and to the managers, in form, substance and scope as are customarily made by Holdings to underwriters in secondary underwritten offerings; (n) In connection with any underwritten offering, obtain opinions of counsel to Holdings (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managers) addressed to the underwriters, covering such matters as are customarily covered in opinions requested in secondary underwritten offerings (it being agreed that the matters to be covered by such opinions shall include, without limitation, as of the date of the opinion and as of the date the Registration Statement is first declared effective or most recent post- effective amendment thereto, as the case may be, the absence from the Registration Statement and the Prospectus, including any documents incorporated by reference therein, of an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, subject to customary limitations); (o) In connection with any underwritten offering, obtain "cold comfort" letters and updates thereof from the independent public accountants of Holdings (and, if necessary, from the independent public accountants of any subsidiary of Holdings or of any business acquired by Holdings, in each case for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each underwriter participating in such underwritten offering (if such underwriter has provided such letter, representations or documentation, if any, required for such cold comfort letter to be so addressed), in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with secondary underwritten offerings; (p) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the managers, if any; (q) Notwithstanding anything to the contrary in Section 3, at any time after the Registration Statement has been declared effective, Holdings may delay the disclosure of material non-public information concerning Holdings, the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of Holdings and its counsel, in the best interest of Holdings (a "Grace Period"); provided, that Holdings shall promptly (i) notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period and the date on which the Grace Period will begin, and (ii) notify the Investors in writing in advance of, or on the same date on which, the Grace Period ends; and, provided further, that during the Registration Period, there shall be only three Grace Periods (not to exceed 30 days each) nor more than one Grace Period (not to exceed 30 days each) in any six-month period. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the holders receive the notice referred to in clause (i) and shall end on and include the date specified as the Grace Period ending date in the notice referred to in clause (ii). Notwithstanding the foregoing, Holdings shall have no obligations under Section 3(l) through (p) unless it is effecting an underwritten offering pursuant to Section 2(b).

Obligations of Holdings. In connection with the registration of the Registrable Securities, Holdings shall use all commercially reasonable efforts to: (a) Subject to the provisions of Section 3(q) hereof, promptly (i) prepare and file with the Commission such amendments (including post-effective amendments) to the Registration Statement and supplements to the Prospectus as may be necessary to keep the Registration Statement continuously effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by Investors for resales of the Registrable Securities for a period of two years from the date the Registration Statement is first declared effective by the Commission (the "Effective Time") or such shorter period that will terminate when all the Registrable Securities covered by the Registration Statement have been sold pursuant thereto in accordance with the plan of distribution provided in the Prospectus or otherwise cease to be Registrable Securities (the "Registration Period") and (ii) take all lawful action such that each of (A) the 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 (B) the Xxxxxxxxxx Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Holdings' obligations hereunder shall terminate as to any investor at such time as that Investor's Registrable Securities can be sold under Rule 144(k); (b) During the Registration Period, comply with the provisions of the Securities Act with respect to the Registrable Securities of Holdings covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investors as set forth in the Prospectus forming part of the Registration Statement; (i) Prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investors and reflect in such documents all such comments as the Investors reasonably may propose (including comments as to the Investors' plans of distribution); and (ii) furnish to each Investor whose Registrable Securities are included in the Registration Statement, (A) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by Holdings, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (B) such number of copies of the Prospectus and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (i) Register or qualify the Registrable Securities covered by the Registration Statement under such securities or "blue sky" laws of all jurisdictions requiring blue sky registration or qualification, (ii) prepare and file in such jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be reasonably necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Holdings shall not be required in connection with any of its obligations under this Section 3(d) to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction; (e) As promptly as practicable after becoming aware of such event, notify each Investor of the occurrence of any event, as a result of which the Prospectus included in the 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, in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Investor as such Investor may reasonably request; (f) Notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement on the date of receipt of any such stop order or other suspension, and take all lawful action to effect the withdrawal, recession or removal of such stop order or other suspension; (g) Cause all the Registrable Securities covered by the Registration Statement to be listed, not later than the date that Registration Statement is declared effective by the Commission, on a principal national securities exchange, or included in an inter-dealer quotation system of a registered national securities association, on or in which securities of the same class or series issued by Holdings are then listed or included; (h) Maintain a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement; (i) Reasonably cooperate with the Investors who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Investors reasonably may request and registered in such names as the Investors may request; and, within five business days after a registration statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by Holdings to deliver to the transfer agent for the Registrable Securities (with copies to the Investors whose Registrable Securities are included in such registration statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (j) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Investors of their Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (k) Make generally available to its security holders as soon as practicable, but in any event not later than three (3) months after (i) the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, and (ii) the effective date of each post-effective amendment to the Registration Statement, as the case may be, an earnings statement of Holdings and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of Holdings, Rule 158); (l) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which Holdings does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (m) In connection with any underwritten offering, make such representations and warranties to the Investors participating in such underwritten offering and to the managers, in form, substance and scope as are customarily made by Holdings to underwriters in secondary underwritten offerings; (n) In connection with any underwritten offering, obtain opinions of counsel to Holdings (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managers) addressed to the underwriters, covering such matters as are customarily covered in opinions requested in secondary underwritten offerings (it being agreed that the matters to be covered by such opinions shall include, without limitation, as of the date of the opinion and as of the date the Registration Statement is first declared effective or most recent post- effective amendment thereto, as the case may be, the absence from the Registration Statement and the Prospectus, including any documents incorporated by reference therein, of an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, subject to customary limitations); (o) In connection with any underwritten offering, obtain "cold comfort" letters and updates thereof from the independent public accountants of Holdings (and, if necessary, from the independent public accountants of any subsidiary of Holdings or of any business acquired by Holdings, in each case for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each underwriter participating in such underwritten offering (if such underwriter has provided such letter, representations or documentation, if any, required for such cold comfort letter to be so addressed), in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with secondary underwritten offerings; (p) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the managers, if any; (q) Notwithstanding anything to the contrary in Section 3, at any time after the Registration Statement has been declared effective, Holdings may delay the disclosure of material non-public information concerning Holdings, the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of Holdings and its counsel, in the best interest of Holdings (a "Grace Period"); provided, that Holdings shall promptly (i) notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period and the date on which the Grace Period will begin, and (ii) notify the Investors in writing in advance of, or on the same date on which, the Grace Period ends; and, provided further, that during the Registration Period, there shall be only three Grace Periods (not to exceed 30 days each) nor more than one Grace Period (not to exceed 30 days each) in any six-month period. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the holders receive the notice referred to in clause (i) and shall end on and include the date specified as the Grace Period ending date in the notice referred to in clause (ii). Notwithstanding the foregoing, Holdings shall have no obligations under Section 3(l) through (p) unless it is effecting an underwritten offering pursuant to Section 2(b).

Obligations of Holdings. In connection with the registration of the Registrable Securitieson ----------------------- Form S-1, Holdings shall use all commercially reasonable efforts toshall: (a) Subject to the provisions of Section 3(q) hereof, promptly (i) prepare Prepare and file with the Commission SEC a Form S-1 with respect to such Stock and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable but in no event later than one hundred and eighty (180) days after the Closing. Holdings shall keep such registration statement effective until the earlier of (i) two (2) years after the Closing, (ii) the distribution of all of the Stock as contemplated in the registration statement has been completed, and (iii) the date which all shares of the Stock held by YPC may immediately be sold under Rule 144 during any 90- day period. (b) Prepare and file with the SEC such amendments (including post-effective amendments) to the Registration Statement and supplements to such registration statement and the Prospectus prospectus used in connection with such registration statement as may be necessary to keep the Registration Statement continuously effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by Investors for resales of the Registrable Securities for a period of two years from the date the Registration Statement is first declared effective by the Commission (the "Effective Time") or such shorter period that will terminate when all the Registrable Securities covered by the Registration Statement have been sold pursuant thereto in accordance with the plan of distribution provided in the Prospectus or otherwise cease to be Registrable Securities (the "Registration Period") and (ii) take all lawful action such that each of (A) the 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 (B) the Xxxxxxxxxx forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Holdings' obligations hereunder shall terminate as to any investor at such time as that Investor's Registrable Securities can be sold under Rule 144(k); (b) During the Registration Period, comply with the provisions of the Securities Act with respect to the Registrable Securities disposition of Holdings all securities covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investors as set forth in the Prospectus forming part of the Registration Statement;registration statement. (ic) Prior Furnish to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investors and reflect in YPC such documents all such comments as the Investors reasonably may propose (including comments as to the Investors' plans of distribution); and (ii) furnish to each Investor whose Registrable Securities are included in the Registration Statement, (A) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by Holdings, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (B) such number numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the Prospectus and all amendments and supplements thereto requirements of the Act, and such other documents, documents as such Investor YPC may reasonably request in order to facilitate the disposition of the Registrable Securities owned Stock. (d) Use its best efforts to register and qualify the securities covered by such Investor; (i) Register or qualify the Registrable Securities covered by the Registration Statement registration statement under such other securities or "blue sky" Blue Sky laws of all jurisdictions requiring blue sky registration or qualification, (ii) prepare and file in such jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may shall be reasonably necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictionsrequested by YPC; provided, however, provided that Holdings shall not be required in connection with any of its obligations under this Section 3(d) therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required or to qualify but for this Section 3(d), (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;states or jurisdictions. (e) As promptly as practicable after becoming aware of Notify YPC covered by such event, notify each Investor registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the occurrence happening of any event, event as a result of which the Prospectus prospectus included in the Registration Statementsuch 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, therein not misleading in the light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Investor as such Investor may reasonably request;then existing. (f) Notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement on the date of receipt of any such stop order or other suspension, and take all lawful action to effect the withdrawal, recession or removal of such stop order or other suspension; (g) Cause all the Registrable Securities covered by the Registration Statement such Stock registered pursuant hereunder to be listed, not later than the date that Registration Statement is declared effective by the Commission, listed on a principal national each securities exchange, or included in an inter-dealer quotation system of a registered national exchange on which similar securities association, on or in which securities of the same class or series issued by Holdings are then listed or included;listed. (hg) Maintain Provide a transfer agent and registrarregistrar for all of the Stock registered pursuant hereunder and a CUSIP number for all such Stock, which may be a single entity, for the Registrable Securities in each case not later than the effective date of the Registration Statement; (i) Reasonably cooperate with the Investors who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Investors reasonably may request and registered in such names as the Investors may request; and, within five business days after a registration statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by Holdings to deliver to the transfer agent for the Registrable Securities (with copies to the Investors whose Registrable Securities are included in such registration statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (j) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Investors of their Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (k) Make generally available to its security holders as soon as practicable, but in any event not later than three (3) months after (i) the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, and (ii) the effective date of each post-effective amendment to the Registration Statement, as the case may be, an earnings statement of Holdings and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of Holdings, Rule 158); (l) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which Holdings does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (m) In connection with any underwritten offering, make such representations and warranties to the Investors participating in such underwritten offering and to the managers, in form, substance and scope as are customarily made by Holdings to underwriters in secondary underwritten offerings; (n) In connection with any underwritten offering, obtain opinions of counsel to Holdings (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managers) addressed to the underwriters, covering such matters as are customarily covered in opinions requested in secondary underwritten offerings (it being agreed that the matters to be covered by such opinions shall include, without limitation, as of the date of the opinion and as of the date the Registration Statement is first declared effective or most recent post- effective amendment thereto, as the case may be, the absence from the Registration Statement and the Prospectus, including any documents incorporated by reference therein, of an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, subject to customary limitations); (o) In connection with any underwritten offering, obtain "cold comfort" letters and updates thereof from the independent public accountants of Holdings (and, if necessary, from the independent public accountants of any subsidiary of Holdings or of any business acquired by Holdings, in each case for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each underwriter participating in such underwritten offering (if such underwriter has provided such letter, representations or documentation, if any, required for such cold comfort letter to be so addressed), in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with secondary underwritten offerings; (p) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the managers, if any; (q) Notwithstanding anything to the contrary in Section 3, at any time after the Registration Statement has been declared effective, Holdings may delay the disclosure of material non-public information concerning Holdings, the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of Holdings and its counsel, in the best interest of Holdings (a "Grace Period"); provided, that Holdings shall promptly (i) notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period and the date on which the Grace Period will begin, and (ii) notify the Investors in writing in advance of, or on the same date on which, the Grace Period ends; and, provided further, that during the Registration Period, there shall be only three Grace Periods (not to exceed 30 days each) nor more than one Grace Period (not to exceed 30 days each) in any six-month period. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the holders receive the notice referred to in clause (i) and shall end on and include the date specified as the Grace Period ending date in the notice referred to in clause (ii). Notwithstanding the foregoing, Holdings shall have no obligations under Section 3(l) through (p) unless it is effecting an underwritten offering pursuant to Section 2(b)registration.

Obligations of Holdings. In connection with the registration of the Registrable Securitieson Form S-1, Holdings shall use all commercially reasonable efforts toshall: (a) Subject to the provisions of Section 3(q) hereof, promptly (i) prepare Prepare and file with the Commission SEC a Form S-1 with respect to such Stock and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable but in no event later than one hundred and eighty (180) days after the Closing. Holdings shall keep such registration statement effective until the earlier of (i) two (2) years after the Closing, (ii) the distribution of all of the Stock as contemplated in the registration statement has been completed, and (iii) the date which all shares of the Stock held by YPC may immediately be sold under Rule 144 during any 90-day period. (b) Prepare and file with the SEC such amendments (including post-effective amendments) to the Registration Statement and supplements to such registration statement and the Prospectus prospectus used in connection with such registration statement as may be necessary to keep the Registration Statement continuously effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by Investors for resales of the Registrable Securities for a period of two years from the date the Registration Statement is first declared effective by the Commission (the "Effective Time") or such shorter period that will terminate when all the Registrable Securities covered by the Registration Statement have been sold pursuant thereto in accordance with the plan of distribution provided in the Prospectus or otherwise cease to be Registrable Securities (the "Registration Period") and (ii) take all lawful action such that each of (A) the 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 (B) the Xxxxxxxxxx forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Holdings' obligations hereunder shall terminate as to any investor at such time as that Investor's Registrable Securities can be sold under Rule 144(k); (b) During the Registration Period, comply with the provisions of the Securities Act with respect to the Registrable Securities disposition of Holdings all securities covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investors as set forth in the Prospectus forming part of the Registration Statement;registration statement. (ic) Prior Furnish to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investors and reflect in YPC such documents all such comments as the Investors reasonably may propose (including comments as to the Investors' plans of distribution); and (ii) furnish to each Investor whose Registrable Securities are included in the Registration Statement, (A) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by Holdings, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (B) such number numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the Prospectus and all amendments and supplements thereto requirements of the Act, and such other documents, documents as such Investor YPC may reasonably request in order to facilitate the disposition of the Registrable Securities owned Stock. (d) Use its best efforts to register and qualify the securities covered by such Investor; (i) Register or qualify the Registrable Securities covered by the Registration Statement registration statement under such other securities or "blue sky" Blue Sky laws of all jurisdictions requiring blue sky registration or qualification, (ii) prepare and file in such jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may shall be reasonably necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take all such other lawful actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictionsrequested by YPC; provided, however, provided that Holdings shall not be required in connection with any of its obligations under this Section 3(d) therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required or to qualify but for this Section 3(d), (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;states or jurisdictions. (e) As promptly as practicable after becoming aware of Notify YPC covered by such event, notify each Investor registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the occurrence happening of any event, event as a result of which the Prospectus prospectus included in the Registration Statementsuch 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, therein not misleading in the light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Investor as such Investor may reasonably request;then existing. (f) Notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement on the date of receipt of any such stop order or other suspension, and take all lawful action to effect the withdrawal, recession or removal of such stop order or other suspension; (g) Cause all the Registrable Securities covered by the Registration Statement such Stock registered pursuant hereunder to be listed, not later than the date that Registration Statement is declared effective by the Commission, listed on a principal national each securities exchange, or included in an inter-dealer quotation system of a registered national exchange on which similar securities association, on or in which securities of the same class or series issued by Holdings are then listed or included;listed. (hg) Maintain Provide a transfer agent and registrarregistrar for all of the Stock registered pursuant hereunder and a CUSIP number for all such Stock, which may be a single entity, for the Registrable Securities in each case not later than the effective date of the Registration Statement; (i) Reasonably cooperate with the Investors who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Investors reasonably may request and registered in such names as the Investors may request; and, within five business days after a registration statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by Holdings to deliver to the transfer agent for the Registrable Securities (with copies to the Investors whose Registrable Securities are included in such registration statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (j) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Investors of their Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (k) Make generally available to its security holders as soon as practicable, but in any event not later than three (3) months after (i) the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, and (ii) the effective date of each post-effective amendment to the Registration Statement, as the case may be, an earnings statement of Holdings and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of Holdings, Rule 158); (l) In the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which Holdings does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (m) In connection with any underwritten offering, make such representations and warranties to the Investors participating in such underwritten offering and to the managers, in form, substance and scope as are customarily made by Holdings to underwriters in secondary underwritten offerings; (n) In connection with any underwritten offering, obtain opinions of counsel to Holdings (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managers) addressed to the underwriters, covering such matters as are customarily covered in opinions requested in secondary underwritten offerings (it being agreed that the matters to be covered by such opinions shall include, without limitation, as of the date of the opinion and as of the date the Registration Statement is first declared effective or most recent post- effective amendment thereto, as the case may be, the absence from the Registration Statement and the Prospectus, including any documents incorporated by reference therein, of an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, subject to customary limitations); (o) In connection with any underwritten offering, obtain "cold comfort" letters and updates thereof from the independent public accountants of Holdings (and, if necessary, from the independent public accountants of any subsidiary of Holdings or of any business acquired by Holdings, in each case for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each underwriter participating in such underwritten offering (if such underwriter has provided such letter, representations or documentation, if any, required for such cold comfort letter to be so addressed), in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with secondary underwritten offerings; (p) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the managers, if any; (q) Notwithstanding anything to the contrary in Section 3, at any time after the Registration Statement has been declared effective, Holdings may delay the disclosure of material non-public information concerning Holdings, the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of Holdings and its counsel, in the best interest of Holdings (a "Grace Period"); provided, that Holdings shall promptly (i) notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period and the date on which the Grace Period will begin, and (ii) notify the Investors in writing in advance of, or on the same date on which, the Grace Period ends; and, provided further, that during the Registration Period, there shall be only three Grace Periods (not to exceed 30 days each) nor more than one Grace Period (not to exceed 30 days each) in any six-month period. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the holders receive the notice referred to in clause (i) and shall end on and include the date specified as the Grace Period ending date in the notice referred to in clause (ii). Notwithstanding the foregoing, Holdings shall have no obligations under Section 3(l) through (p) unless it is effecting an underwritten offering pursuant to Section 2(b)registration.

Obligations of Holdings. In connection with Whenever required under this ARTICLE X to effect the registration of the any Registrable Securities, Holdings shall use all commercially reasonable efforts toshall, as expeditiously as reasonably possible: (a) Subject to the provisions of Section 3(q) hereof, promptly (i) prepare and file with the Commission SEC a registration statement with respect to such amendments (including post-Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of Investor, keep such registration statement effective amendments) to until Investor has completed the Registration Statement distribution described in the registration statement relating thereto; provided, however, before the filing of each registration statement and amendment and supplements thereto, Holdings shall provide to Investor copies of all documents proposed to be filed or furnished, including documents incorporated by reference into the Prospectus registration statement, and allow Investor the opportunity review and comment thereon and Holdings will make such changes and additions as may be necessary reasonably requested by Investor prior to keep the Registration Statement continuously effective such filing (in furtherance and not in compliance with the provisions limitation of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to foregoing, under no circumstances shall any information about Investor be current and useable by Investors for resales of the Registrable Securities for included in a period of two years from the date the Registration Statement is first declared effective by the Commission (the "Effective Time") registration statement or such shorter period that will terminate when all the Registrable Securities covered by the Registration Statement have been sold pursuant thereto in accordance with the plan of distribution provided in the Prospectus or otherwise cease to be Registrable Securities (the "Registration Period") and (ii) take all lawful action such that each of (A) the 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 (B) the Xxxxxxxxxx forming part of the Registration Statement, and any amendment or supplement thereto, does thereto without Investor’s prior written consent (not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein unreasonably withheld, conditioned or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Holdings' obligations hereunder shall terminate as to any investor at such time as that Investor's Registrable Securities can be sold under Rule 144(kdelayed)); (b) During prepare and file with the Registration Period, SEC such amendments and supplements to such registration statement and the prospectus (and any free writing prospectus) used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the Registrable Securities disposition of Holdings all securities covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investors as set forth in the Prospectus forming part of the Registration Statementregistration statement; (i) Prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to the Investors and reflect in such documents all such comments as the Investors reasonably may propose (including comments as to the Investors' plans of distribution); and (iic) furnish without charge to each Investor whose Registrable Securities are included in the Registration Statement, (A) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by Holdings, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto, and (B) such number of copies of a prospectus, including a preliminary prospectus and any free writing prospectus, in conformity with the Prospectus and all amendments and supplements thereto requirements of the Securities Act, and such other documents, documents as such Investor they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such Investorregistration; (id) Register or use commercially reasonable efforts to register and qualify the Registrable Securities securities covered by the Registration Statement such registration statement under such other securities or "blue sky" sky laws of all such states or other jurisdictions requiring blue sky registration or qualification, (ii) prepare and file in such jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may shall be reasonably necessary to maintain the effectiveness thereof at all times during the Registration Periodrequested by Investor, (iii) take all such other lawful actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, provided that Holdings shall not be required in connection with any of its obligations under this Section 3(d) therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required or to qualify but for this Section 3(d), (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdictionstates or jurisdictions; (e) As promptly as practicable after becoming aware in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriters of such eventoffering (it being understood and agreed that, as a condition to Holdings’ obligations under this clause (e), Investor participating in such underwriting shall also enter into and perform its obligations under such an agreement); (f) promptly notify each Investor of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the occurrence Securities Act of the happening of any event, event as a result of which the Prospectus prospectus included in the Registration Statementsuch 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, therein not misleading in the light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Investor as such Investor may reasonably requestthen existing; (fg) Notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten public offering, use its commercially reasonable efforts to furnish, at the request of the managing underwriters, (A) on the date that such Registrable Securities are delivered to the underwriters for sale, (i) an opinion, dated as of such date, of the counsel representing Holdings for the purposes of such registration, in form and substance customarily given to underwriters in an underwritten public offering, addressed to the underwriters, and (ii) a “comfort” letter dated as of such date, from the independent public accountants of Holdings, in form and substance customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters, and (B) to cause members of senior management of Holdings and Issuer to be available to participate in, and to reasonably cooperating with, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement on the date of receipt of any such stop order or other suspensionunderwriters in connection with customary marketing activities (including conference calls, one-on-one meetings with prospective purchasers and take all lawful action to effect the withdrawal, recession or removal of such stop order or other suspensionroad shows); (gh) Cause use commercially reasonable efforts to cause all the such Registrable Securities covered by the Registration Statement registered pursuant hereunder to be listed, not later than the date that Registration Statement is declared effective by the Commission, listed on a principal national securities exchange, exchange or included in an inter-dealer quotation trading system of a registered national and each securities association, exchange and trading system (if any) on or in which similar securities of the same class or series issued by Holdings are then listed or includedlisted; (hi) Maintain provide a transfer agent and registrar, which may be a single entity, registrar for the all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of the Registration Statement; (i) Reasonably cooperate with the Investors who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Investors reasonably may request and registered in such names as the Investors may requestregistration; and, within five business days after a registration statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by Holdings to deliver to the transfer agent for the Registrable Securities (with copies to the Investors whose Registrable Securities are included in such registration statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (j) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition promptly make available for inspection by the Investors of their Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary under the circumstances; (k) Make generally available to its security holders as soon as practicableInvestor, but any managing underwriter participating in any event not later than three (3) months after (i) the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statementdisposition pursuant to such registration statement, and (ii) any attorney or accountant or other agent retained by any such underwriter or selected by the effective date of each post-effective amendment to the Registration StatementInvestor, as the case may beall financial and other records, an earnings statement pertinent corporate documents and properties of Holdings and its subsidiaries complying with Section 11(a) of the Securities Act cause Holdings’ officers, directors, employees and the rules and regulations of the Commission thereunder (includingindependent accountants to supply all information reasonably requested by any such seller, at the option of Holdingsunderwriter, Rule 158); (l) In the event of an underwritten offeringattorney, promptly include accountant or incorporate agent in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which Holdings does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; (m) In connection with any underwritten offering, make such representations and warranties to the Investors participating in such underwritten offering and to the managers, in form, substance and scope as are customarily made by Holdings to underwriters in secondary underwritten offerings; (n) In connection with any underwritten offering, obtain opinions of counsel to Holdings (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managers) addressed to the underwriters, covering such matters as are customarily covered in opinions requested in secondary underwritten offerings (it being agreed that the matters to be covered by such opinions shall include, without limitation, as of the date of the opinion and as of the date the Registration Statement is first declared effective or most recent post- effective amendment thereto, as the case may be, the absence from the Registration Statement and the Prospectus, including any documents incorporated by reference therein, of an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, subject to customary limitations); (o) In connection with any underwritten offering, obtain "cold comfort" letters and updates thereof from the independent public accountants of Holdings (and, if necessary, from the independent public accountants of any subsidiary of Holdings or of any business acquired by Holdings, in each case for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each underwriter participating in such underwritten offering (if such underwriter has provided such letter, representations or documentation, if any, required for such cold comfort letter to be so addressed), in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with secondary underwritten offerings; (p) In connection with any underwritten offering, deliver such documents and certificates as may be reasonably required by the managers, if any; (q) Notwithstanding anything to the contrary in Section 3, at any time after the Registration Statement has been declared effective, Holdings may delay the disclosure of material non-public information concerning Holdings, the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of Holdings and its counsel, in the best interest of Holdings (a "Grace Period"); provided, that Holdings shall promptly (i) notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period and the date on which the Grace Period will begin, and (ii) notify the Investors in writing in advance of, or on the same date on which, the Grace Period ends; and, provided further, that during the Registration Period, there shall be only three Grace Periods (not to exceed 30 days each) nor more than one Grace Period (not to exceed 30 days each) in any six-month period. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the holders receive the notice referred to in clause (i) and shall end on and include the date specified as the Grace Period ending date in the notice referred to in clause (ii). Notwithstanding the foregoing, Holdings shall have no obligations under Section 3(l) through (p) unless it is effecting an underwritten offering pursuant to Section 2(b)registration statement.