Common use of Postponements in Requested Registrations Clause in Contracts

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. (i) If the filingCompany shall at any time furnish to the Holders a certificate signed by its chairman of the board, initial effectiveness chief executive officer, president or continued use any other of its authorized officers stating that the filing of a Registration Statement, including a Shelf Registration Statement, filed hereunder Statement would require the Company to make a public disclosure of material non-public informationinformation the disclosure of which would, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleadingof Directors of the Company, (ii) would not be required to be made at such time but for have a material adverse effect on the filingbusiness, effectiveness operations or continued use prospects of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or (including without limitation the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction), then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay may postpone the filing or initial effectiveness (but not the preparation) of a Registration Statement required by this Section 3 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering required by this Section 3 otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Company’s Common Stock and if such registration and offering includes at least 90% of the Registrable Securities so requested to be included by the Investor Stockholders, the Company may postpone the filing (but not the preparation) of a Registration Statement required by this Section 3, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or suspend use such shorter period as the managing underwriter may permit) following the effective date of, the Registration Statement relating to such Registration Statementother public offering; provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible and; provided, further, that the Company shall not be permitted to do so (xpostpone registration pursuant to this Section 3(e) more than once in any 6360-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence. If the Company gives the Qualified Holder such a notice, the Qualified Holder requesting such registration shall have the right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of Section 3(d).

Postponements in Requested Registrations. If the filing(a) If, initial effectiveness or continued use upon receipt of a Registration Statementregistration request pursuant to Section 3.1, including the Company is advised in writing by a Shelf Registration Statementnationally recognized investment banking firm in the United States or Canada selected by the Company that, filed hereunder in such firm’s opinion, a registration by the Company at the time and on the terms requested would require adversely affect any public offering of securities of the Company (other than in connection with employee benefit and similar plans) (a “Company Offering”) with respect to which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 3.1 and the Company furnishes the Holders with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to make a public disclosure of material non-public informationsuch effect (the “Transaction Delay Notice”) promptly after such request, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted required to do so effect a registration pursuant to Section 3.1 until the earliest of (xi) more than once 30 days after the completion of such Company Offering, (ii) promptly after the abandonment of such Company Offering or (iii) 90 days after the date of the Transaction Delay Notice; provided that in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under shall not be required to effect any registration prior to the preceding sentencetermination, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use waiver or reduction of any Prospectus relating “blackout period” required by the underwriters to such registration be applicable to the Holders in connection with any sale or offer to sell Registrable Securities. If Company Offering; provided further that in no event shall the Company so postpones delay such registration for more than 180 days. (b) If upon receipt of a registration request pursuant to Section 3.1 or while a registration request pursuant to Section 3.1 is pending, the Company determines in its good faith judgment that the filing of a Prospectus registration statement or any amendment thereto would require disclosure of material information which the effectiveness of Company has a Registration Statementbona fide business purpose for preserving as confidential and the Company provides the Holders written notice (the “Information Delay Notice” and, together with the Transaction Delay Notice, the demanding CD&R Stockholder “Delay Notice”) thereof promptly after the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 3.1 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) 30 days after the Holders’ receipt of such Information Delay Notice. (c) Notwithstanding the foregoing provisions of this Section 3.5, the Company shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes serve only one Delay Notice (A) within any period of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof 180 consecutive days or (B) with respect to any two consecutive registrations requested pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence3.1.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration would require the Company to make a public disclosure of material material, non-public information, which disclosure in the good good-faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company or its business or on the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so delay or suspend (x) more than once in any 6six-month period or (y) for any single period of time in excess of 90 45 calendar days, or or, for periods exceeding, in the aggregate, 90 60 calendar days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company covenants and agrees that it shall not deliver a suspension notice with respect to a suspension period unless all of the Company’s employees, associates, officers and directors who are subject to any of the Company’s policies on trading in securities, and who are prohibited by the terms thereof from effecting any public sales of securities of the Company beneficially owned by them, are so prohibited for the duration of the suspension period. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Holder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder would require the Company to make a public disclosure of material non-public informationMNPI, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleadinginterfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (ii) would not be required is reasonably likely to be made at such time but require the premature disclosure of material information that the Company has a bona fide business purpose for the filingpreserving as confidential, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect render the Company unable to comply with requirements under the Securities Act or its business or the Company’s ability to effect Exchange Act, (each a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction“Suspension Event”), then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; Statement (such delay or suspension, a “Suspension”) for the shortest possible period of time determined in good faith by the Board to be necessary for such purpose provided that (i) the Company shall not be permitted to do so (x) exercise such Suspension more than once twice in any 6-month period or twelve (y12)-month period, (ii) on any one occasion a Suspension shall be for any single a period of time not in excess of 90 forty-five (45) consecutive days, or and (iii) the aggregate period for periods exceeding, in the aggregate, 90 days all Suspensions during any 12-month periodtwelve (12)-month period shall not exceed ninety (90) days. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If The Company shall promptly give the Holders written notice of any Suspension made in accordance with the preceding sentence. Upon the occurrence of any Suspension, the Company so postpones shall use its reasonable best efforts to cause the filing of Registration Statement to become effective or to amend or supplement the Registration Statement on a Prospectus post-effective basis or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw take such request and, if such request action as is withdrawn, such registration request shall not count for the purposes necessary to permit resumed use of the limitations set forth in Section 2(e)Registration Statement or filing thereof as soon as reasonably practicable following the conclusion of the applicable Suspension Event and its effect. The Company shall promptly give the CD&R Stockholders requesting registration thereof pursuant to this Section 2 Holders written notice of the conclusion of any postponement made in accordance with Suspension Event and its effect. Notwithstanding the preceding sentenceprovisions of this Section 2(g), the Company may not postpone the filing or effectiveness of, or suspend use of, a Registration Statement past the date upon which the applicable Suspension Event is disclosed to the public or ceases to be material. During the period of Suspension, the Company shall be prohibited from filing a registration statement for its own account or for the account of any Holder or holder of its securities.

Postponements in Requested Registrations. (i) If the filingCompany shall at any time furnish to the Holders a certificate signed by its chairman of the board, initial effectiveness chief executive officer, president or continued use any other of its authorized officers stating that the filing of a Registration Statement, including a Shelf Registration Statement, filed hereunder Statement with respect to Registrable Securities would require the Company to make a public disclosure of material non-public informationinformation the disclosure of which would, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleadingof Directors of the Company, (ii) would not be required to be made at such time but for have a material adverse effect on the filingbusiness, effectiveness operations or continued use prospects of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or (including, without limitation, the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction), then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay may postpone the filing or initial effectiveness (but not the preparation) of a Registration Statement required by this Section 3 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Common Stock and if such registration and offering includes at least 90% of the Registrable Securities so requested to be included by the Principal Investors, the Company may postpone the filing (but not the preparation) of a Registration Statement required by this Section 3, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or suspend use such shorter period as the managing underwriter may permit) following the effective date of, the Registration Statement relating to such Registration Statementother public offering; provided that the Company shall at all times in good faith use its reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible and; provided, further, that the Company shall not be permitted to do so (xpostpone registration pursuant to this Section 3(d) more than once in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month 360 day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If The Company may postpone, for up to 90 days from the filingdate of the request, initial the filing or the effectiveness of a Registration Statement or continued suspend the use of a Registration Statement, including Prospectus that is part of a Shelf Registration StatementStatement (and therefore suspend sales of the Registrable Securities) by providing written notice to WildStar if the following conditions are met: (i) the Company determines that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, filed hereunder consolidation, tender offer, recapitalization, reorganization, financing or other transaction involving the Company, (ii) upon advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be information not otherwise required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, disclosed under applicable law and either (iix) would not be required to be made at such time but the Company has a bona fide business purpose for preserving the filing, effectiveness or continued use confidentiality of such Registration Statement and transaction or (iiiy) disclosure would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar consummate such transaction, then in each case under circumstances that would make it impractical or inadvisable to cause the Company mayRegistration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statementas applicable; provided that the Company shall not be permitted to do so (x) more than once in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 120 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R the Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable SecuritiesSecurities until the earlier of the termination of such postponement period, the time that WildStar has received copies of a supplemented or amended Prospectus or prospectus supplement and the time WildStar is advised in writing by the Company that the use of the Prospectus and, if applicable, prospectus supplement may be resumed. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, WildStar, on behalf of the demanding CD&R Stockholder Stockholder(s) shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give WildStar, on behalf of the CD&R Stockholders requesting registration thereof pursuant to this Section 2 2, written notice of any postponement made in accordance with the preceding sentencethis Section 2(i).

Postponements in Requested Registrations. If the filingCompany shall at any time furnish to the Holders a certificate signed by its chairman of the board, initial effectiveness chief executive officer, or continued use president stating that the filing of a Registration Statement, including Statement or conducting a Shelf Registration StatementUnderwritten Offering or Non-Underwritten Shelf Take-Down would, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors of the Company (after consultation with external legal counsel) ), (i) would be required require the Company to be made in any Registration Statement so that such Registration Statement would not be materially misleading, make an Adverse Disclosure or (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in materially interfere with any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then transaction involving the Company mayor any of its subsidiaries then under consideration, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay Company may postpone the filing (but not the preparation) of a Registration Statement or initial effectiveness ofthe commencement of a Shelf Underwritten Offering, as applicable, required by this Section 3 until such circumstance is no longer continuing but not to exceed 90 days (such period, a “Postponement Period”); provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible or suspend use ofany Shelf Underwritten Offering to be conducted as soon as possible, such Registration Statement; provided as applicable; provided, further, that the Company shall not be permitted to do so (xcommence a Postponement Period pursuant to this Section 3(d) more than once in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month 180‑day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect has a bona fide material proposed acquisitionbusiness purpose for not disclosing publicly (collectively, disposition, financing, reorganization, recapitalization or similar transaction“Suspension Events”), then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so once in any six (6)-month period for a period not to exceed the earlier of (x) more than once in the termination of any 6-month period or such Suspension Event and (y) for forty-five (45) days following notice of any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month periodsuch Suspension Event. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Holder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. (i) If the filingCompany shall at any time furnish to the Holders a certificate signed by its chairman of the Board, initial effectiveness chief executive officer, president or continued use any other of its authorized officers stating that the filing of a Registration Statementregistration statement would, including a Shelf Registration Statement, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board Company, materially impede, delay or interfere with, or require premature disclosure of, any material financing, acquisition, corporate reorganization or other significant transaction involving the Company or require the disclosure of material information the disclosure of which would have a material adverse effect on the business, operations or prospects of the Company, the Company may postpone the filing (after consultation with external legal counselbut not the preparation) (i) would be of a registration statement required by this Section 4.2 for up to be made 60 days in any Registration Statement so that such Registration Statement would not be materially misleading, 90 day period and up to 90 days in any 360 day period and (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect if the Company or determines in its business or good faith judgment, that the registration and offering otherwise required by this Section 4.2 would have an adverse effect on a then contemplated public offering of the Company’s ability to effect a bona fide material proposed acquisitionsecurities, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay may postpone the filing or initial effectiveness (but not the preparation) of a registration statement required by this Section 4.2, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or suspend use such shorter period as the managing underwriter may permit) following the effective date of, the registration statement relating to such Registration Statementother public offering; provided provided, that the Company shall not at all times in good faith use its reasonable best efforts to cause any registration statement required by this Section 4.2 to be permitted to do so (x) more than once in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e)filed as soon as possible. The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 4.2 written notice of any postponement made in accordance with the preceding sentence.. If the Company gives the Holders such a notice, the Holders shall have the right, within 15 Business Days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of Section 4.2(f) (provided that, notwithstanding such withdrawal, the Company shall pay the Registration Expenses in connection therewith)

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder hereunder, including any proposed Underwritten Offering thereunder, (i) would require the Company Company, under applicable securities laws or other laws, to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board Company (after consultation with external legal counsel) (ia) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, and (iib) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and or (iiiii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 120 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e)request. The Company shall promptly give the CD&R Stockholders requesting registration thereof pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing(a) If, initial effectiveness or continued use upon receipt of a Registration Statementregistration request pursuant to Section 2.1, including the Company is advised in writing by a Shelf Registration Statementnationally recognized investment banking firm in the United States or Canada selected by the Company that, filed hereunder in such firm's opinion, a registration by the Company at the time and on the terms requested would require adversely affect any public offering of securities of the Company (other than in connection with employee benefit and similar plans) (a "Company Offering") with respect to which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 2.1 and the Company furnishes the Holders with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to make a public disclosure of material non-public informationsuch effect (the "Transaction Delay Notice") promptly after such request, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted required to do so effect a registration pursuant to Section 2.1 until the earliest of (xi) more than once 30 days after the completion of such Company Offering, (ii) promptly after the abandonment of such Company Offering or (iii) 90 days after the date of the Transaction Delay Notice; provided that in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under shall not be required to effect any registration prior to the preceding sentencetermination, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use waiver or reduction of any Prospectus relating "blackout period" required by the underwriters to such registration be applicable to the Holders in connection with any sale or offer to sell Registrable Securities. If Company Offering; provided further that in no event shall the Company so postpones delay such registration for more than 180 days. (b) If upon receipt of a registration request pursuant to Section 2.1 or while a registration request pursuant to Section 2.1 is pending, the Company determines in its good faith judgment after consultation with its securities counsel that the filing of a Prospectus registration statement or any amendment thereto would require disclosure of material information which the effectiveness of Company has a Registration Statementbona fide business purpose for preserving as confidential and the Company provides the Holders written notice (the "Information Delay Notice" and, together with the Transaction Delay Notice, the demanding CD&R Stockholder "Delay Notice") thereof promptly after the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 2.1 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) 30 days after the Holders' receipt of such notice. (c) Notwithstanding the foregoing provisions of this Section 2.6, the Company shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes serve only one Delay Notice (A) within any period of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof 180 consecutive days or (B) with respect to any two consecutive registrations requested pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence2.1.

Postponements in Requested Registrations. If the filingCompany shall at any time furnish to the Holders a certificate signed by its chairman of the board, initial effectiveness chief executive officer or continued use president stating that the filing of a Registration Statement, including Statement or conducting a Shelf Registration StatementUnderwritten Offering or Non-Underwritten Shelf Take-Down would, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board board of directors of the Company (after consultation with external legal counsel) ), (i) would be required require the Company to be made in any Registration Statement so that such Registration Statement would not be materially misleading, make an Adverse Disclosure or (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in materially interfere with any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then transaction involving the Company mayor any of its subsidiaries then under consideration, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay Company may postpone the filing (but not the preparation) of a Registration Statement or initial effectiveness ofthe commencement of a Shelf Underwritten Offering, or suspend use ofas applicable, required by this Section 3 until such Registration Statementcircumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible or any Shelf Underwritten Offering to be conducted as soon as possible, as applicable; provided, further, that the Company shall not be permitted to do so (xcommence a Postponement Period pursuant to this Section 3(d) more than once in any 6180-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and or (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company or its business or on the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, and the Company furnishes to the Holders a certificate signed by the Company’s Chief Executive Officer or Chief Financial Officer stating such, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any 6-month period or (y) for any single period of time in excess of 90 60 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company covenants and agrees that it shall not deliver a suspension notice with respect to a suspension period unless all of the Company’s employees, officers and directors who are subject to any of the Company’s policies on trading in securities, and who are prohibited by the terms thereof from effecting any public sales of securities of the Company beneficially owned by them, are so prohibited for the duration of the suspension period. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Investor or its Affiliates that are Holders of Registrable Securities shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filingCompany shall at any time furnish to the Holders a certificate signed by its chairman of the board, initial effectiveness chief executive officer or continued use president stating that the filing of a Registration Statement, including Statement or conducting a Shelf Registration StatementUnderwritten Offering or Non-Underwritten Shelf Take-Down would, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board board of directors of the Company (after consultation with external legal counsel) ), (i) would be required require the Company to be made in any Registration Statement so that such Registration Statement would not be materially misleading, make an Adverse Disclosure; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in materially interfere with any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then transaction involving the Company may, upon giving prompt written notice or any of such action its subsidiaries then under consideration or (iii) be materially detrimental to the CD&R Stockholders participating in such registrationCompany and its stockholders, delay the Company may postpone the filing (but not the preparation) of a Registration Statement or initial effectiveness ofthe commencement or continuation of a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down, or suspend use ofas applicable, required by this Article 2 until such Registration Statementcircumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any Registration Statement required by this Article 2 to be filed as soon as possible or any Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down to be conducted or continued as soon as possible, as applicable; provided, further, that the Company shall not be permitted to do so (x) commence a Postponement Period pursuant to this Section 2.4 more than once in any 6180-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section Article 2 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If Notwithstanding anything contained elsewhere in this Agreement, if the filingCompany shall at any time furnish to a Wayzata Party a certificate signed by its chairman of the board, initial effectiveness chief executive officer, president, chief legal officer, corporate secretary, chief financial officer or continued use any other of its authorized officers stating that the filing of a Registration Statement, including Statement or conducting a Shelf Registration StatementTake-Down would, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Company’s Board of Directors, require the Company to make an Adverse Disclosure, the Company may postpone the filing (after consultation with external legal counselbut not the preparation) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or the commencement of such Shelf Take-Down, as applicable, required by this Section 2 for up to forty-five (45) consecutive calendar days (such period, a “Postponement Period”), and (iii) would reasonably be expected to adversely affect in any material respect the Wayzata Parties shall postpone or suspend sales of Registrable Securities, if any, that it is then undertaking until such Postponement Period terminates; provided that the Company shall at all times in good faith use reasonable best efforts to cause any Registration Statement required by this Section 2 to be filed as soon as practicable or its business or the Company’s ability any Shelf Take-Down to effect a bona fide material proposed acquisitionbe conducted as soon as practicable, dispositionas applicable; provided, financingfurther, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (xcommence a Postponement Period pursuant to this Section 2(d) more than once in any 6one-month period or hundred-and-eighty (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month 180)-day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly and within one (1) Business Day give the CD&R Stockholders requesting registration thereof pursuant to this Section 2 Wayzata written notice of any postponement made in accordance with the preceding sentence. If the Company gives Wayzata such a notice and such postponement relates to a Shelf Take-Down, the Wayzata Parties shall have the right, within fifteen (15) calendar days after receipt thereof, to withdraw its request.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration or a Take-Down Notice would require the Company to make a public disclosure of material material, non-public information, which disclosure in the good good-faith judgment of the Board Board, the Company’s Chief Executive Officer or the Company’s Executive Chairman (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect have an adverse effect on the Company or its business or on the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar other transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so delay or suspend (x) ), as long as an employee of any member of the D. E. Shaw Affiliated Group is on the Board, more than once in any 6six-month period or (y) period, not to exceed 45 calendar days for any single period and an aggregate of time 60 calendar days in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period, and (y), when there is not an employee of any member of the D. E. Shaw Affiliated Group on the Board, more than once in any 12-month period, not to exceed 90 calendar days for any single period. In the event that If the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company covenants and agrees that it shall not deliver a suspension notice with respect to a suspension period unless all of the Company’s employees, officers and directors who are subject to any of the Company’s policies on trading in securities, and who are prohibited by the terms thereof from effecting any public sales of securities of the Company beneficially owned by them, are so prohibited for the duration of the suspension period. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Holder shall be entitled to withdraw such any related registration request and, if such registration request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(f). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing(i) If, initial effectiveness or continued use upon receipt of a Registration Statementregistration request pursuant to Section 4.2(a), including the Company is advised in writing by a Shelf Registration Statementnationally recognized investment banking firm selected by the Company that, filed hereunder in such firm's opinion, a registration at the time and on the terms requested would require adversely affect any public offering of securities of the Company by the Company (other than in connection with employee benefit and similar plans) (a "COMPANY OFFERING") with respect to which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 4.2(a) and the Company furnishes the Holders with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to make a public disclosure of material non-public informationsuch effect (the "TRANSACTION DELAY NOTICE") promptly after such request, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted required to do so effect a registration pursuant to Section 4.2(a) until the earliest of (xA) more than once 30 days after the completion of such Company Offering, (B) promptly after the abandonment of such Company Offering or (C) 120 days after the date of the Transaction Delay Notice; provided, however, that in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under shall not be required to effect any registration prior to the preceding sentencetermination, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use waiver or reduction of any Prospectus relating "blackout period" required by the underwriters to such registration be applicable to the Holders or the Company, if any, in connection with any sale Company Offering. (ii) If upon receipt of a registration request pursuant to Section 4.2(a) or offer while a registration request pursuant to sell Registrable Securities. If Section 4.2(a) is pending, the Company so postpones determines in its good faith judgment after consultation with its securities counsel that the filing of a Prospectus or registration statement would require disclosure of material information which the effectiveness of Company has a Registration Statementbona fide business purpose for preserving as confidential and the Company provides the Holders written notice (the "INFORMATION DELAY NOTICE" and, together with the Transaction Delay Notice, the demanding CD&R Stockholder "DELAY NOTICE") thereof promptly after the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 4.2(a) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Holders' receipt of such notice. (iii) Notwithstanding the foregoing provisions of this Section 4.2(h), the Company shall be entitled to withdraw such request andserve only one Delay Notice (i) within any period of 180 consecutive days or (ii) with respect to any two consecutive registrations requested pursuant to Section 4.2(a). (iv) At any time when a registration statement effected pursuant to Section 4.2(a) hereunder relating to Company Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 6.1(b) hereunder, if such request is withdrawn, that the Company becomes aware that the prospectus included in such registration request statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, to the extent that the amendment or supplement to such prospectus necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides the Holders written notice thereof promptly after the Company makes such determination, the Holders shall suspend sales of Company Registrable Securities pursuant to such registration statement and the Company shall not count be required to comply with its obligations under Section 6.1(f) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Holders' receipt of such written notice. If the Holders' disposition of Company Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit dispositions of Company Registrable Securities by the Holders for an aggregate of 60 days, the registration statement shall not be counted for purposes of determining the limitations set forth in number of registrations permitted under Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence4.2(b) hereof.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company or its business or on the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transactiontransaction (collectively, “Suspension Events”), and the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or any other senior executive officer of the Company stating such, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so once in any six (6)-month period for a period not to exceed the earlier of (x) more than once in the termination of any 6-month period or such Suspension Event and (y) for forty-five (45) days following notice of any single period of time in excess of 90 dayssuch Suspension Event, and provided, further, that the Company may not postpone or suspend for periods exceeding, in the aggregate, 90 ninety (90) days during any 12-month twelve (12)-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company covenants and agrees that it shall not deliver a suspension notice with respect to a suspension period unless all of the Company’s employees, officers and directors who are subject to the Company’s Policy Concerning Securities Trading and Disclosure of Confidential Information, and who are prohibited by the terms thereof from effecting any public sales of securities of the Company beneficially owned by them, are so prohibited for the duration of such suspension period. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Demanding Holder shall be entitled to withdraw such its request for a Demand Registration and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing(i) If, initial effectiveness or continued use upon receipt of a Registration Statementregistration request pursuant to Section 4.2(a), including the Company is advised in writing by a Shelf Registration Statementnationally recognized investment banking firm selected by the Company that, filed hereunder in such firm’s opinion, a registration at the time and on the terms requested would require adversely affect any public offering of securities of the Company by the Company (other than in connection with employee benefit and similar plans) (a “Company Offering”) with respect to which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 4.2(a) and the Company furnishes the Holders with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to make a public disclosure of material non-public informationsuch effect (the “Transaction Delay Notice”) promptly after such request, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted required to do so effect a registration pursuant to Section 4.2(a) until the earliest of (xA) more than once 30 days after the completion of such Company Offering, (B) promptly after the abandonment of such Company Offering or (C) 120 days after the date of the Transaction Delay Notice; provided, however, that in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under shall not be required to effect any registration prior to the preceding sentencetermination, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use waiver or reduction of any Prospectus relating “blackout period” required by the underwriters to such registration be applicable to the Holders or the Company, if any, in connection with any sale Company Offering. (ii) If upon receipt of a registration request pursuant to Section 4.2(a) or offer while a registration request pursuant to sell Registrable Securities. If Section 4.2(a) is pending, the Company so postpones determines in its good faith judgment after consultation with its securities counsel that the filing of a Prospectus or registration statement would require disclosure of material information which the effectiveness of Company has a Registration Statementbona fide business purpose for preserving as confidential and the Company provides the Holders written notice (the “Information Delay Notice” and, together with the Transaction Delay Notice, the demanding CD&R Stockholder “Delay Notice”) thereof promptly after the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 4.2(a) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Holders’ receipt of such notice. (iii) Notwithstanding the foregoing provisions of this Section 4.2(h), the Company shall be entitled to withdraw such request andserve only one Delay Notice (i) within any period of 180 consecutive days or (ii) with respect to any two consecutive registrations requested pursuant to Section 4.2(a). (iv) At any time when a registration statement effected pursuant to Section 4.2(a) hereunder relating to Company Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 6.1 (b) hereunder, if such request is withdrawn, that the Company becomes aware that the prospectus included in such registration request statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, to the extent that the amendment or supplement to such prospectus necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides the Holders written notice thereof promptly after the Company makes such determination, the Holders shall suspend sales of Company Registrable Securities pursuant to such registration statement and the Company shall not count be required to comply with its obligations under Section 6.1 (f) ’until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Holders’ receipt of such written notice. If the Holders’ disposition of Company Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit dispositions of Company Registrable Securities by the Holders for an aggregate of 60 days, the registration statement shall not be counted for purposes of determining the limitations set forth in number of registrations permitted under Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence4.2(b) hereof.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and or (iii) would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company or its business or on the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any 6-month period or (y) for any single period of time in excess of 90 60 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Holder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company or its business or on the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transactiontransaction (collectively, “Suspension Events”), and the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or any other senior executive officer of the Company stating such, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any 6-month period for a period not to exceed the earlier of (i) the termination of any such Suspension Event and (ii) 45 days following notice of any such Suspension Event and provided further, that the Company may not postpone or (y) for any single period of time in excess of 90 days, or suspend for periods exceeding, in the aggregate, 90 120 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company covenants and agrees that it shall not deliver a suspension notice with respect to a suspension period unless all of the Company’s employees, officers and directors who are subject to Company’s Ixxxxxx Xxxxxxx Policy, and who are prohibited by the terms thereof from effecting any public sales of securities of the Company beneficially owned by them, are so prohibited for the duration of such suspension period. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Holder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder Statement with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board Company (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect has a bona fide material proposed acquisitionbusiness purpose for not disclosing publicly (collectively, disposition, financing, reorganization, recapitalization or similar transaction“Suspension Events”), then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once twice in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month periodperiod for a period not to exceed the earlier of (x) the termination of any such Suspension Event and (y) 60 days following notice of any such Suspension Event. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence. If the Company postpones registration of Registrable Securities or requires a Holder to suspend any Underwritten Offering, the Holders shall be entitled to withdraw its Underwritten Shelf Take-Down Notice, and if they do so, such request shall not be treated for any purpose as the delivery of an Underwritten Shelf Take-Down Notice pursuant to Section 3(e).

Postponements in Requested Registrations. If the filing(i) If, initial effectiveness or continued use upon receipt of a Registration Statementregistration request pursuant to Section 5.1(a), including the Company is advised in writing by the Managing Underwriter that, in such firm's opinion, a Shelf Registration Statementregistration at the time and on the terms requested would materially adversely affect any public offering of Common Stock by the Company (other than in connection with employee benefit and similar plans) (a "Company Offering") with respect to which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 5.1(a) or the Company Board has concluded in good faith based on the written advice of an investment banking firm of national reputation that the completion of the distribution with respect to the offering contemplated by the registration request pursuant to Section 5.1(a) would have a long-term material adverse effect on the trading market for the Common Stock (an "Adverse Market Effect"), filed hereunder would require and, in either case, the Company furnishes the Holders with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to make a public disclosure such effect (and attaching the written advice of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counselsuch Managing Underwriter or investment banking firm) (ithe "Transaction Delay Notice") would be required to be made in any Registration Statement so that promptly after such Registration Statement would not be materially misleadingrequest, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted required to do so effect a registration pursuant to Section 5.1(a) until the earliest of (xA) more than once in any 6-month period sixty (60) days after the completion of such Company Offering, (B) promptly after the abandonment of such Company Offering, (C) promptly after a determination by the Company Board that no Adverse Market Effect would occur or (yD) for any single period ninety (90) days after the date of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly Transaction Delay Notice. (ii) If upon receipt of the notice referred a registration request pursuant to aboveSection 5.1(a) or while a registration request pursuant to Section 5.1(a) is pending, the use of any Prospectus relating to such registration Company Board determines in connection its good faith reasonable judgment after consultation with any sale or offer to sell Registrable Securities. If the Company so postpones its principal outside securities counsel that the filing of a Prospectus or registration statement would require disclosure of material information which the effectiveness of Company has a Registration Statementbona fide business purpose for preserving as confidential and the Company provides the Holders written notice (the "Information Delay Notice" and, together with the Transaction Delay Notice, the demanding CD&R Stockholder "Delay Notice") thereof promptly after the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 5.1(a) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) ninety (90) days after the Holders' receipt of such notice. (iii) Notwithstanding the foregoing provisions of this Section 5.1(h), the Company shall be entitled to withdraw such request and, if such request is withdrawn, such serve (x) only one (1) Delay Notice with respect to any registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof requested pursuant to this Section 2 written notice of any postponement made 5.1(a) and (y) only two (2) Delay Notices in accordance with the preceding sentenceaggregate.

Postponements in Requested Registrations. If the filingCompany shall at any time furnish to the Holders a certificate signed by its chairman of the board, initial effectiveness chief executive officer or continued use president stating that the filing of a Registration Statement, including Statement or conducting a Shelf Registration StatementUnderwritten Offering or Non-Underwritten Shelf Take-Down would, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board board of directors of the Company (after consultation with external legal counsel) ), (i) would be required require the Company to be made in any Registration Statement so that such Registration Statement would not be materially misleading, make an Adverse Disclosure; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in materially interfere with any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then transaction involving the Company may, upon giving prompt written notice or any of such action its subsidiaries then under consideration or (iii) be materially detrimental to the CD&R Stockholders participating in such registrationCompany and its stockholders, delay the Company may postpone the filing (but not the preparation) of a Registration Statement or initial effectiveness ofthe commencement of a Shelf Underwritten Offering, or suspend use ofas applicable, required by this Section 3 until such Registration Statementcircumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible or any Shelf Underwritten Offering to be conducted as soon as possible, as applicable; provided, further, that the Company shall not be permitted to do so (xcommence a Postponement Period pursuant to this Section 3(d) more than once in any 6180-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Investor Groups requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filingCompany shall at any time furnish to the Holders a certificate signed by the Company’s chairperson of the board, initial effectiveness Head of Blend or continued use Head of Legal stating that the filing of a Registration Statement, including Statement or conducting a Shelf Registration StatementUnderwritten Offering or Non-Underwritten Shelf Take-Down would, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board board of directors of the Company (after consultation with external legal counsel) ), (i) would be required require the Company to be made in any Registration Statement so that such Registration Statement would not be materially misleadingmake an Adverse Disclosure, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in materially interfere with any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then transaction involving the Company may, upon giving prompt written notice or any of such action its subsidiaries then under consideration or (iii) be materially detrimental to the CD&R Stockholders participating in such registrationCompany and its stockholders, delay the Company may postpone the filing (but not the preparation) of a Registration Statement or initial effectiveness ofthe commencement of a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down, as applicable, required by this Section 3 until such circumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible or suspend use ofany Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down to be conducted as soon as possible, such Registration Statement; provided as applicable; provided, further, that the Company shall not be permitted to do so (xcommence a Postponement Period pursuant to this Section 3(d) more than once in any 6180-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holder or Holders requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filingCompany shall at any time furnish to the Holders a certificate signed by the Company’s chairperson of the board, initial effectiveness Head of Blend or continued use Head of Legal stating that the filing of a Registration Statement, including Statement or conducting a Shelf Registration StatementUnderwritten Offering or Non-Underwritten Shelf Take-Down would, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith 41453855_8 judgment of the Board board of directors of the Company (after consultation with external legal counsel) ), (i) would be required require the Company to be made in any Registration Statement so that such Registration Statement would not be materially misleadingmake an Adverse Disclosure, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in materially interfere with any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then transaction involving the Company may, upon giving prompt written notice or any of such action its subsidiaries then under consideration or (iii) be materially detrimental to the CD&R Stockholders participating in such registrationCompany and its stockholders, delay the Company may postpone the filing (but not the preparation) of a Registration Statement or initial effectiveness ofthe commencement of a Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down, as applicable, required by this Section 3 until such circumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible or suspend use ofany Shelf Underwritten Offering or Non-Underwritten Shelf Take-Down to be conducted as soon as possible, such Registration Statement; provided as applicable; provided, further, that the Company shall not be permitted to do so (xcommence a Postponement Period pursuant to this Section 3(d) more than once in any 6180-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holder or Holders requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing(i) If, initial effectiveness or continued use upon receipt of a Registration Statementregistration request pursuant to Section 3.1(a), including the Company is advised in writing by a Shelf Registration Statementnationally recognized investment banking firm selected by the Company that, filed hereunder in such firm's opinion, a registration at the time and on the terms requested would require materially and adversely affect any public offering of securities of the Company by the Company (other than in connection with employee benefit and similar plans) (a "Company Offering") with respect to which the Company has commenced preparation of a registration statement prior to the receipt of a registration 13 10 request pursuant to Section 3.1(a) and the Company furnishes Parent with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to make a public disclosure of material non-public informationsuch effect (the "Transaction Delay Notice") promptly after such request, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted required to do so effect a registration pursuant to Section 3.1(a) until the earliest of (xA) more than once 60 days after the completion of such Company Offering, (B) promptly after the abandonment of such Company Offering or (C) 180 days after the date of the Transaction Delay Notice; provided, however, that in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under shall not be required to effect any registration prior to the preceding sentencetermination, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use waiver or reduction of any Prospectus relating to such registration "blackout" or "holdback" period required by Section 2.2(d) or 4.5, if any, in connection with any sale Company Offering. (ii) If upon receipt of a registration request pursuant to Section 3.1(a) or offer while a registration request pursuant to sell Registrable Securities. If Section 3.1(a) is pending, the Company so postpones determines in its reasonable judgment after consultation with its securities counsel that the filing of a Prospectus registration statement would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides Parent written notice thereof promptly after the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 3.1(a) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 120 days after the Parent's receipt of such notice. (iii) At any time when a registration statement effected pursuant to Section 3.1(a) relating to a Shelf Registration is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 4.1(a), that the Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, then, to the extent that the amendment or supplement to such prospectus necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides Parent written notice thereof promptly after the Company makes such determination, Parent shall, and shall cause each other member of the Parent Group to, suspend sales of Registrable Securities pursuant to such registration statement and the Company shall not be required to comply with its obligations under Section 4.1(f) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 120 days after Parent's receipt of such written notice. If the disposition of Registrable Securities by any member of the Parent Group in an Underwritten Registration is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of a the registration statement relating to such Underwritten Registration Statement, to permit dispositions of Registrable Securities by the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawnapplicable members of the Parent Group for an aggregate of at least 60 days, such registration request statement shall not count be counted for the purposes of determining the limitations set forth in number of registrations permitted under Section 2(e3.1(b). The Company shall promptly give . (iv) Notwithstanding the CD&R Stockholders requesting registration thereof pursuant to provisions of Section 3.1(b)(ii)(A) and this Section 2 written notice 3.1(h), the Company may not defer the filing of, or suspend the use of, any registration statement contemplated by Section 3.1 for more than 120 days (whether or not consecutive) in 14 11 any 365-day period (except as explicitly contemplated by clauses (B) and (C) of any postponement made in accordance with the preceding sentenceSection 3.1(b)(ii)).

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration would require the Company Issuer to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect Issuer has a bona fide material proposed acquisitionbusiness purpose for not disclosing publicly (collectively, disposition, financing, reorganization, recapitalization or similar transaction“Suspension Events”), then the Company Issuer may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registrationContinuing LLC Investor, delay the filing or initial effectiveness (but not the preparation) of, or suspend the use of, such Registration Statement; provided that the Company Issuer shall not be permitted to do so once in any six-month period for a period not to exceed the earlier of (x) more than once in the termination of any 6-month period or such Suspension Event and (y) for 30 days following notice of any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month periodsuch Suspension Event. In the event that the Company Issuer exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company Issuer so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Continuing LLC Investor shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders requesting registration thereof pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filingCompany shall at any time furnish to the Holders a certificate signed by its chairman of the board, initial effectiveness chief executive officer or continued use president stating that the filing of a Registration Statement, including Statement or conducting a Shelf Registration StatementUnderwritten Offering or Non-Underwritten Shelf Take-Down would, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board board of directors of the Company (after consultation with external legal counsel) ), (i) would be required require the Company to be made in any Registration Statement so that such Registration Statement would not be materially misleading, make an Adverse Disclosure; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in materially interfere with any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then transaction involving the Company may, upon giving prompt written notice or any of such action its subsidiaries then under consideration or (iii) be materially detrimental to the CD&R Stockholders participating in such registrationCompany and its stockholders, delay the Company may postpone the filing (but not the preparation) of a Registration Statement or initial effectiveness ofthe commencement of a Shelf Underwritten Offering, or suspend use ofas applicable, required by this Section 3 until such Registration Statementcircumstance is no longer continuing but not to exceed sixty (60) days (such period, a “Postponement Period”); provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible or any Shelf Underwritten Offering to be conducted as soon as possible, as applicable; provided, further, that the Company shall not be permitted to do so (xcommence a Postponement Period pursuant to this Section 3(d) more than once in any 6180-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) If, upon receipt of a registration request pursuant to Section 5.1(a), the Company is advised in writing by a nationally recognized investment banking firm selected by the Company that, in such firm’s opinion, a registration at the time and on the terms requested would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material Company Offering with respect to which the Company or its business or has commenced preparations for a registration prior to the Company’s ability receipt of a registration request pursuant to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then Section 5.1 (a) and the Company mayfurnishes the Holders with a Transaction Delay Notice promptly after such request, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted required to do so effect a registration pursuant to Section 5.1 (xa) more than once until the earliest of (A) 30 days after the completion of such Company offering, (B) promptly after the abandonment of such Company Offering or (C) 120 days after the date of the Transaction Delay Notice; provided, however, that in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under shall not be required to reflect any registration prior to the preceding sentencetermination, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use waiver or reduction of any Prospectus relating “blackout period” required by the underwriters to such registration be applicable to the Holders or the Company, if any, in connection with any sale Company Offering. (ii) If upon receipt of a registration request pursuant to Section 4.2(a) or offer while a registration request pursuant to sell Registrable Securities. If Section 5.1(a) is pending, the Company so postpones determines in its good faith judgment after consultation with its securities counsel that the filing of a Prospectus or registration statement would require disclosure of material information which the effectiveness Company has a bona fide business purpose for preserving as confidential and the Company provides the Holders an Information Delay Notice promptly after the Company makes such determination, which shall be made promptly after the receipt of a Registration Statementany request, the demanding CD&R Stockholder Company shall not be required to comply with its obligations under Section 5.1 (a) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Holders’ receipt of such notice. (iii) Notwithstanding the foregoing provisions of this Section 5.1 (h), the Company shall be entitled to withdraw such request andserve only one Delay Notice (i) within any period of 180 consecutive days or (ii) with respect to any two consecutive registrations requested pursuant to Section 5.1 (a). (iv) At any time when a registration statement effected pursuant to Section 5.l(a) hereunder relating to Trust Registrable Securities is effective and a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 6.1(b) hereunder, if such request is withdrawn, that the Company becomes aware that the prospectus included in such registration request statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, to the extent that the amendment or supplement to such prospectus necessary to correct such untrue statement of a material fact or omission to state a material fact would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential and the Company provides the Holders written notice thereof promptly after the Company makes such determination, the Holders shall suspend sales of Trust Registrable Securities pursuant to such registration statement and the Company shall not count be required to comply with its obligations under Section 6.1 (f) until the earlier of (A) the date upon which such material information s disclosed to the public or ceases to be material or (B) 90 days after the Holders’ receipt of such written notice. If the Holders’ disposition of Trust Registrable Securities is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit dispositions of Trust Registrable Securities by the Holders for an aggregate of 60 days, the registration statement shall not be counted for purposes of determining the limitations set forth in number of registrations permitted under Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence5.1 (b) hereof.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company or its business or on the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transactiontransaction (collectively, “Suspension Events”), and the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or any other senior executive officer of the Company stating such, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any 6-month period for a period not to exceed the earlier of (i) the termination of any such Suspension Event and (ii) 45 days following notice of any such Suspension Event and provided further, that the Company may not postpone or (y) for any single period of time in excess of 90 days, or suspend for periods exceeding, in the aggregate, 90 120 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company covenants and agrees that it shall not deliver a suspension notice with respect to a suspension period unless all of the Company’s employees, officers TABLE OF CONTENTS​ and directors who are subject to Company’s [Xxxxxxx Xxxxxxx Compliance Policy]1, and who are prohibited by the terms thereof from effecting any public sales of securities of the Company beneficially owned by them, are so prohibited for the duration of such suspension period. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Holder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and or (iii) would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company or its business or on the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided provided, that the Company shall not be permitted to do so (x) more than once in any 6-month period or (y) for any single period of time in excess of 90 60 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Principal Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing(a) If, initial effectiveness or continued use upon receipt of a Registration Statementregistration request pursuant to Section 2.1, including the Company is advised in writing by a Shelf Registration Statementnationally recognized investment banking firm in the United States selected by the Company that, filed hereunder in such firm's opinion, a registration by the Company at the time and on the terms requested would require adversely affect any public offering of securities of the Company (other than in connection with employee benefit and similar plans) (a "Company Offering") with respect to which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 2.1 and the Company furnishes the Holders with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to make a public disclosure of material non-public informationsuch effect (the "Transaction Delay Notice") promptly after such request, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted required to do so effect a registration pursuant to Section 2.1 until the earliest of (xi) more than once 30 days after the completion of such Company Offering, (ii) promptly after the abandonment of such Company Offering or (iii) 90 days after the date of the Transaction Delay Notice; provided that in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under shall not be required to effect any registration prior to the preceding sentencetermination, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use waiver or reduction of any Prospectus relating "blackout period" required by the underwriters to such registration be applicable to the Holders in connection with any sale or offer to sell Registrable Securities. If Company Offering; provided further that in no event shall the Company so postpones delay such registration for more than 180 days. (b) If upon receipt of a registration request pursuant to Section 2.1 or while a registration request pursuant to Section 2.1 is pending, the Company determines in its good faith judgment after consultation with its securities counsel that the filing of a Prospectus registration statement or any amendment thereto would require disclosure of material information which the effectiveness of Company has a Registration Statementbona fide business purpose for preserving as confidential and the Company provides the Holders written notice (the "Information Delay Notice" and, together with the Transaction Delay Notice, the demanding CD&R Stockholder "Delay Notice") thereof promptly after the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 2.1 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) 30 days after the Holders' receipt of such notice. (c) Notwithstanding the foregoing provisions of this Section 2.6, the Company shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes serve only one Delay Notice (A) within any period of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof 180 consecutive days or (B) with respect to any two consecutive registrations requested pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence2.1.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, filed hereunder with respect to a Demand Registration would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company or its business or on the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transactiontransaction (collectively, “Suspension Events”), and the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or any other senior executive officer of the Company stating such, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any 6-month period for a period not to exceed the earlier of (i) the termination of any such Suspension Event and (ii) 45 days following notice of any such Suspension Event and provided further, that the Company may not postpone or (y) for any single period of time in excess of 90 days, or suspend for periods exceeding, in the aggregate, 90 120 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company covenants and agrees that it shall not deliver a suspension notice with respect to a suspension period unless all of the Company’s employees, officers and directors who are subject to Company’s [Ixxxxxx Xxxxxxx Compliance Policy]1, and who are prohibited by the terms thereof from effecting any public sales of securities of the Company beneficially owned by them, are so prohibited for the duration of such suspension period. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Holder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence. 1 Note to Draft: Reference to be conformed prior to signing of Registration Rights Agreement.

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration, with respect to a Demand Registration Statement, filed hereunder would require the Company Issuer to make a public disclosure of material non-public information, which disclosure in the good faith judgment sole discretion of the Board (after consultation with external legal counsel) Issuer (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company Issuer or its business or on the CompanyIssuer’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transactiontransaction (collectively, “Suspension Events”), then the Company Issuer may, pursuant to a Board resolution, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness (but not the preparation) of, or suspend use of, such Registration StatementStatement until the delay or suspension of such actions for the grounds described above is no longer necessary; provided that the Company Issuer shall not be permitted to do so (x) more than once twice in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month periodperiod for a period not to exceed 90 days in the aggregate following notice of any such Suspension Event. In the event that the Company Issuer exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. Issuer covenants and agrees that it shall not deliver a suspension notice with respect to a suspension period unless all of Issuer’s employees, officers and directors who are subject to Issuer’s xxxxxxx xxxxxxx policy, and who are prohibited by the terms thereof from effecting any public sales of securities of Issuer beneficially owned by them, are so prohibited for the duration of such suspension period. If the Company Issuer so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder Holder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company Issuer shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with this Section 3 and the preceding sentencetermination thereof.

Postponements in Requested Registrations. (i) If the filingCompany shall at any time furnish to the Holders a certificate signed by its chairman of the board, initial effectiveness chief executive officer, president or continued use any other of its authorized officers stating that the filing of a Registration Statement, including a Shelf Registration Statement, filed hereunder Statement with respect to Registrable Securities would require the Company to make a public disclosure of material non-public informationinformation the disclosure of which would, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleadingof Directors of the Company, (ii) would not be required to be made at such time but for have a material adverse effect on the filingbusiness, effectiveness operations or continued use prospects of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or (including, without limitation, the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction), then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay may postpone the filing or initial effectiveness (but not the preparation) of a Registration Statement required by this Section 3 for up to 45 days and (ii) if the Board of Directors of the Company determines in its good faith judgment, that the registration and offering otherwise required by this Section 3 would have an adverse effect on a then contemplated public offering of the Common Stock, the Company may postpone the filing (but not the preparation) of a Registration Statement required by this Section 3, during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 90 days (or suspend use such shorter period as the managing underwriter may permit) following the effective date of, the Registration Statement relating to such Registration Statementother public offering; provided that the Company shall at all times in good faith use its reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible and; provided, further, that the Company shall not be permitted to do so (xpostpone registration pursuant to this Section 3(d) more than once in any 6360-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filingCompany shall at any time furnish to the Holders a certificate signed by its chairman of the board, initial effectiveness chief executive officer or continued use president stating that the filing of a Registration Statement, including Statement or conducting a Shelf Registration StatementUnderwritten Offering or Non-Underwritten Shelf Take-Down would, filed hereunder would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors of the Company (after consultation with external legal counsel) ), (i) would be required require the Company to be made in any Registration Statement so that such Registration Statement would not be materially misleading, make an Adverse Disclosure or (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in materially interfere with any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then transaction involving the Company mayor any of its subsidiaries then under consideration, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay Company may postpone the filing (but not the preparation) of a Registration Statement or initial effectiveness ofthe commencement of a Shelf Underwritten Offering, or suspend use ofas applicable, required by this Section 3 until such Registration Statementcircumstance is no longer continuing but not to exceed 75 days (such period, a “Postponement Period”); provided that the Company shall at all times in good faith use its commercially reasonable best efforts to cause any Registration Statement required by this Section 3 to be filed as soon as possible or any Shelf Underwritten Offering to be conducted as soon as possible, as applicable; provided, further, that the Company shall not be permitted to do so (xcommence a Postponement Period pursuant to this Section 3(d) more than once in any 6180-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month day period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof or that delivered a Take-Down Notice, as applicable, pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.

Postponements in Requested Registrations. If the filing(i) If, initial effectiveness or continued use upon receipt of a Registration Statementregistration request pursuant to Section 5.1(a), including the Company is advised in writing by the Managing Underwriter that, in such firm's opinion, a Shelf Registration Statementregistration at the time and on the terms requested would materially adversely affect any public offering of Common Stock by the Company (other than in connection with employee benefit and similar plans) (a "Company Offering") with respect to ---------------- which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 5.1(a) or the Company Board has concluded in good faith based on the written advice of an investment banking firm of national reputation that the completion of the distribution with respect to the offering contemplated by the registration request pursuant to Section 5.1(a) would have a long-term material adverse effect on the trading market for the Common Stock (an "Adverse Market Effect"), filed hereunder would require and, in either --------------------- case, the Company furnishes the Holders with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to make a public disclosure such effect (and attaching the written advice of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counselsuch Managing Underwriter or investment banking firm) (ithe "Transaction Delay ----------------- Notice") would be required to be made in any Registration Statement so that promptly after such Registration Statement would not be materially misleadingrequest, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted ------ required to do so effect a registration pursuant to Section 5.1(a) until the earliest of (xA) more than once in any 6-month period sixty (60) days after the completion of such Company Offering, (B) promptly after the abandonment of such Company Offering, (C) promptly after a determination by the Company Board that no Adverse Market Effect would occur or (yD) for any single period ninety (90) days after the date of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders agree to suspend, promptly Transaction Delay Notice. (ii) If upon receipt of the notice referred a registration request pursuant to aboveSection 5.1(a) or while a registration request pursuant to Section 5.1(a) is pending, the use of any Prospectus relating to such registration Company Board determines in connection its good faith reasonable judgment after consultation with any sale or offer to sell Registrable Securities. If the Company so postpones its principal outside securities counsel that the filing of a Prospectus or registration statement would require disclosure of material information which the effectiveness of Company has a Registration Statementbona fide business purpose for preserving as confidential and the Company provides the Holders written notice (the "Information Delay Notice" and, together ------------------------ with the Transaction Delay Notice, the demanding CD&R Stockholder "Delay Notice") thereof ------------ promptly after the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 5.1(a) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) ninety (90) days after the Holders' receipt of such notice. (iii) Notwithstanding the foregoing provisions of this Section 5.1(h), the Company shall be entitled to withdraw such request and, if such request is withdrawn, such serve (x) only one (1) Delay Notice with respect to any registration request shall not count for the purposes of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof requested pursuant to this Section 2 written notice of any postponement made 5.1(a) and (y) only two (2) Delay Notices in accordance with the preceding sentenceaggregate.

Postponements in Requested Registrations. If the filing(i) If, initial effectiveness or continued use upon receipt ---------------------------------------- of a Registration Statementregistration request pursuant to Section 2(a), including the Company is advised in writing by a Shelf Registration Statementnationally recognized investment banking firm selected by the Company that, filed hereunder in such firm's opinion, a registration by the Company at the time and on the terms requested would require adversely affect any public offering of securities of the Company (other than in connection with employee benefit and similar plans, in connection with the Sprint warrants or in connection with the high yield warrants) (a "Company Offering") with respect to which the Company ---------------- has commenced preparations for a registration prior to the receipt of a registration request pursuant to Section 2(a) and the Company furnishes Blackstone with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company to make a public disclosure of material non-public informationsuch effect (the "Transaction Delay Notice") ------------------------ promptly after such request, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted required to do so effect a registration pursuant to Section 2(a) until the earliest of (xA) more than once 90 days after the completion of such Company Offering, (B) promptly after the abandonment of such Company Offering or (C) 90 days after the date of the Transaction Delay Notice; provided, however, that in any 6-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In the event that the Company exercises its rights under shall not be required to effect any registration prior to the preceding sentencetermination, such CD&R Stockholders agree to suspend, promptly upon receipt of the notice referred to above, the use waiver or reduction of any Prospectus relating "blackout period" required by the underwriters to such registration be applicable to Blackstone in connection with any sale Company Offering. (ii) If upon receipt of a registration request pursuant to Section 2(a) or offer while a registration request pursuant to sell Registrable Securities. If Section 2(a) is pending, the Company so postpones determines in its good faith judgment after consultation with its securities counsel that the filing of a Prospectus registration statement or any amendment thereto would require disclosure of material information which the effectiveness of Company has a Registration Statementbona fide business purpose for preserving as confidential and the Company provides Blackstone written notice (the "Information Delay Notice" and, together ------------------------ with the Transaction Delay Notice, the demanding CD&R Stockholder "Delay Notice") thereof promptly after ------------ the Company makes such determination, which shall be made promptly after the receipt of any request, the Company shall not be required to comply with its obligations under Section 2(a) until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after Blackstone's receipt of such notice. (iii) Notwithstanding the foregoing provisions of this Section 2(f), the Company shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes serve only one Delay Notice (A) within any period of the limitations set forth in Section 2(e). The Company shall promptly give the CD&R Stockholders requesting registration thereof 120 consecutive days or (B) with respect to any two consecutive registrations requested pursuant to this Section 2 written notice of any postponement made in accordance with the preceding sentence2(a).

Postponements in Requested Registrations. If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Short-Form Registration Statement, filed hereunder with respect to a Demand Registration, would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors (after consultation with external legal counsel) (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and or (iii) would reasonably be expected to adversely affect in any have a material respect adverse effect on the Company or its business or on the Company’s ability to effect a bona fide and reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the CD&R Stockholders Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided provided, that the Company shall not be permitted to do so (x) more than once in any 6360-month day period or (y) for any single period of time in excess of 90 dayssixty (60) days (each such occasion, or for periods exceeding, in the aggregate, 90 days during any 12-month perioda “Suspension Period”). In the event that the Company exercises its rights under the preceding sentence, such CD&R Stockholders Holders agree to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a Prospectus or the effectiveness of a Registration Statement, the demanding CD&R Principal Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2(e3(d). The Company shall promptly give the CD&R Stockholders Holders requesting registration thereof pursuant to this Section 2 3 written notice of any postponement made in accordance with the preceding sentence.