Common use of Registration Compliance With the Securities Act Clause in Contracts

Registration Compliance With the Securities Act. The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”), it shall: (a) prepare and file with the SEC, as soon as reasonably practicable after the Contribution, but in no event more than 30 days after the Contribution, a registration statement on Form S-3 for the purpose of registering for sale under the Securities Act of 1933, as amended (the “Securities Act”), all of the Registrable Shares by the Trust, as the selling stockholder thereunder (such registration statement (including any replacement or substitute registration statement), including all amendments (including any post-effective amendments) or supplements thereto, the prospectus contained therein or deemed to be a part thereof and any documents incorporated by reference therein, the “Registration Statement”), to enable the Manager to direct the Trust to offer and sell any or all of the Registrable Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and in the manner contemplated by the plan of distribution set forth in the Registration Statement; (b) use its commercially reasonable efforts to cause the Registration Statement, if not effective on the date of the Contribution, to become effective as promptly as reasonably possible after filing and to remain continuously effective until the earliest of (i) the date on which all Registrable Shares have been sold, (ii) the date on which all Registrable Shares may be sold by the Trust to the public in accordance with Rule 144 under the Securities Act or any successor rule thereto (as such rule may be amended from time to time, “Rule 144”) and when no conditions of Rule 144 are then applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (iii) the date that is 90 days after the date on which the number of Registrable Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding (the period from the date of effectiveness until such earliest date, the “Registration Period”); provided that the Company shall not be required to file the Registration Statement or cause the Registration Statement to become effective during any suspension period pursuant to Section 2(c) or (d) below; (c) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus relating thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act or, if no such filing is required, as included in the Registration Statement (the “Prospectus”), as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment or supplement during any suspension period pursuant to Section 2(c) or (d) below; (d) furnish the Manager with such reasonable number of copies of the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Trust; (e) use its commercially reasonable efforts to file any documents necessary to register or qualify the Registrable Shares under the securities or blue sky laws of such jurisdictions as the Manager shall reasonably designate in writing; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject; (f) use its commercially reasonable efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”) as soon as reasonably practicable after the date of the Contribution; and (g) bear all expenses in connection with the actions contemplated by paragraphs (a) through (f) of this Section 1 and the registration for sale of the Registrable Shares pursuant to the Registration Statement, including reasonable fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable Shares, but excluding underwriting discounts, brokerage fees, commissions and transfer taxes incurred by the Manager, the Trust or the Plan, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Manager shall provide such reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold and the intended method or methods of disposition of the Registrable Shares as shall be necessary to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunder.

Registration Compliance With the Securities Act. The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”), it shall: (a) prepare and file with the SEC, as soon as reasonably practicable after the Contribution, but in no event more than 30 five (5) business days after the Contribution, a registration statement on Form S-3 for the purpose of registering for sale under the Securities Act of 1933, as amended (the “Securities Act”), all of the Registrable Shares by the Trust, as the selling stockholder thereunder (such registration statement (including any replacement or substitute registration statement), including all amendments (including any post-effective amendments) or supplements thereto, the prospectus contained therein or deemed to be a part thereof and any documents incorporated by reference therein, the “Registration Statement”), to enable the Manager to direct the Trust to offer and sell any or all of the Registrable Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and in the manner contemplated by the plan of distribution set forth in the Registration Statement; (b) use its commercially reasonable efforts to cause the Registration Statement, if not effective on the date of the Contribution, to become effective as promptly as reasonably possible after filing and to remain continuously effective until the earliest of (i) the date on which all Registrable Shares have been sold, (ii) the date on which all Registrable Shares may be sold by the Trust to the public in accordance with Rule 144 under the Securities Act or any successor rule thereto (as such rule may be amended from time to time, “Rule 144”) and when no conditions of Rule 144 are then applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (iii) the date that is 90 days after the date on which the number of Registrable Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding (the period from the date of effectiveness until such earliest date, the “Registration Period”); provided that the Company shall not be required to file the Registration Statement or cause the Registration Statement to become effective during any suspension period pursuant to Section 2(c) or (d) below; (c) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus relating thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act or, if no such filing is required, as included in the Registration Statement (the “Prospectus”), as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment or supplement during any suspension period pursuant to Section 2(c) or (d) below; (d) furnish the Manager with such reasonable number of copies of the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Trust; (e) use its commercially reasonable efforts to file any documents necessary to register or qualify the Registrable Shares under the securities or blue sky laws of such jurisdictions as the Manager shall reasonably designate in writingwriting based on advice of its legal counsel; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject; (f) use its commercially reasonable efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”) as soon as reasonably practicable after the date of the Contribution; and (g) bear all expenses in connection with the actions contemplated by paragraphs (a) through (f) of this Section 1 and the registration for sale of the Registrable Shares pursuant to the Registration Statement, including reasonable fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable Shares, but excluding underwriting discounts, brokerage fees, commissions and transfer taxes incurred by the Manager, the Trust or the Plan, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Manager shall provide such reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold and the intended method or methods of disposition of the Registrable Shares as shall be necessary to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunder.

Registration Compliance With the Securities Act. (a) Registration of the Shares. The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”), that it shall: (ai) prepare and file with the SEC, SEC as soon as reasonably practicable after the Contribution, but and in no event more later than 30 thirty (30) days after following the Contribution, Closing Date (the "REQUIRED FILING DATE") a registration statement on Form S-3 for or such other form that is available to the purpose of registering for sale Company under the Securities Act of 1933, as amended (the “Securities Act”), all of the Registrable Shares by the Trust, as the selling stockholder thereunder (such registration statement (including any replacement or substitute registration statement), including all amendments (including any post-effective amendments) or supplements thereto, the prospectus contained therein or deemed to be a part thereof and any documents incorporated by reference therein, the “Registration Statement”"REGISTRATION STATEMENT"), to enable the Manager resale of the Shares (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Shares, the "REGISTRABLE SHARES") by the Purchasers from time to direct time on Nasdaq. The Company shall use all commercially reasonable efforts to cause the Trust Registration Statement (x) to offer be declared effective as promptly as possible after filing, but in any event, no later than the 90th day following the Closing Date (the "REQUIRED EFFECTIVE DATE"), or, in the event of a review of the Registration Statement by the SEC, the Required Effective Date will be no later than the 150th day following the Closing Date, and sell any (y) to remain continuously effective until the earliest of (1) the second anniversary of the effective date of the Registration Statement, (2) the date on which all Registrable Shares purchased by the Purchasers pursuant to this Agreement have been sold thereunder or all of (3) the date on which the Registrable Shares on a delayed or continuous basis can be sold by nonaffiliates of the Company pursuant to Rule 415 144(k) promulgated under the Securities Act and in (the manner contemplated by "REGISTRATION PERIOD"). If the plan of distribution set forth in Company receives notification from the SEC that the Registration Statement; (b) Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause the Registration StatementStatement become effective within five (5) Business Days after such SEC notification. In the event that, if not effective on following the date Closing Date and prior to the end of the ContributionRegistration Period, to become effective the Company does not meet the requirements for the use of Form S-3, the Company shall use such other form as is available for the registration of the Shares, and shall convert such other form into Form S-3, or file a replacement registration statement on Form S-3, promptly as reasonably possible after filing and to remain continuously effective until the earliest of (i) the first date on which all Registrable Shares have been sold, (ii) the date on which all Registrable Shares may be sold by the Trust to the public in accordance with Rule 144 under the Securities Act or any successor rule thereto (as it meets such rule may be amended from time to time, “Rule 144”) and when no conditions of Rule 144 are then applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (iii) the date that is 90 days after the date on which the number of Registrable Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding (the period from the date of effectiveness until such earliest date, the “Registration Period”); provided that the Company shall not be required to file the Registration Statement or cause the Registration Statement to become effective during any suspension period pursuant to Section 2(c) or (d) belowrequirements; (cii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus relating thereto filed with the SEC pursuant to Rule 424(bProspectus (as defined below) under the Securities Act or, if no such filing is required, as included used in the Registration Statement (the “Prospectus”), connection therewith as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment or supplement during any suspension period pursuant to Section 2(c) or (d) below; (diii) furnish to the Manager Purchasers, with respect to the Registrable Shares registered under the Registration Statement, such reasonable number of copies of the Prospectus, any prospectus in conformity with the requirements of the Securities Act, Act and such other documents as the Manager Purchasers may reasonably requestrequest in writing, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the TrustPurchasers; (eiv) use its commercially reasonable efforts to file any documents necessary to register or qualify required of the Registrable Shares under the securities or Company for normal blue sky laws of such jurisdictions as clearance in states specified in writing by the Manager shall reasonably designate in writingPurchasers; provided provided, however, that the Company shall not be required to (i) qualify as a foreign corporation to do business or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if which it is not otherwise now so subjectqualified or has not so consented; (fv) use its commercially reasonable efforts to cause promptly notify the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”) as soon as reasonably practicable after the date Purchasers in writing of the Contributioneffectiveness of the Registration Statement within one (1) Business Day following the day the Registration Statement has been declared effective; (vi) promptly notify the Purchasers in writing of the existence of any fact or the happening of any event, during the Registration Period (but not as to the substance of any such fact or event), that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make such statements not misleading; provided, however, that no notice by the Company shall be required pursuant to this subsection (vi) in the event that the Company either contemporaneously files a prospectus supplement to update the Prospectus or, if applicable, a Current Report on Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such material event that results in such Registration Statement no longer containing any such untrue or misleading statements; and (gvii) bear all expenses in connection with the actions contemplated by procedures described in paragraphs (ai) through (fvi) of this Section 1 6(a) and the registration for sale of the Registrable Shares pursuant to the Registration Statement, including reasonable other than fees and expenses expenses, if any, of legal counsel or other advisers to Warburg, CEUT or the Manager incurred in connection with the registration and sale of the Registrable Shares, but excluding Purchasers or underwriting discounts, brokerage fees, fees and commissions and transfer taxes incurred by the Manager, the Trust or the PlanPurchasers, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 6(a) with respect to Registrable Shares held by a Purchaser that the Manager such Purchaser shall provide such reasonable assistance timely furnish to the Company a completed Registration Statement Questionnaire on or before the Closing Date and furnish, or cause to be furnished, to the Company in writing such other written information regarding the Managersuch Purchaser, the Registrable Shares to be sold by such Purchaser and the intended method or methods of disposition of the Registrable Shares as shall be the Company may deem necessary or advisable to effect the registration of the Registrable Shares Shares. The Purchasers shall update such information as and as may be required from time when necessary by written notice to time under the Securities Act and the rules and regulations thereunderCompany.

Registration Compliance With the Securities Act. The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”), it shall: (a) : prepare and file with the SEC, as soon as reasonably practicable on or after the date of the Contribution, but in no event more than 30 twenty (20) days after the ContributionContribution is completed on or about June 18, 2012, a shelf registration statement on Form S-3 covering the sale of all the Registrable Shares held by the Trust, except to the extent it has an existing shelf registration statement covering the Common Stock which may be used for the purpose of registering for sale purposes contemplated herein (such new or existing registration statement and any successor registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), all of the Registrable Shares by the Trust, ) hereinafter referred to as the selling stockholder thereunder (such registration statement (including any replacement or substitute registration statement), including all amendments (including any post-effective amendments) or supplements thereto, the prospectus contained therein or deemed to be a part thereof and any documents incorporated by reference therein, the “Registration Statement”), to enable the Manager to direct the Trust Trustee to offer and sell any or all of the Registrable Shares on a delayed or continuous basis pursuant from time to Rule 415 under the Securities Act and time in the manner contemplated by the plan of distribution set forth in the Registration Statement, as amended by any prospectus supplement or post-effective amendment thereto; (ba) use its commercially reasonable efforts to cause the Registration Statement, if not effective on the date of the ContributionContribution is completed, to become effective as promptly as reasonably possible after filing and to remain continuously effective until the earliest of (i) the date on which all Registrable Shares have been sold, (ii) the date on which all Registrable Shares may be sold by the Trust to the public in accordance with Rule 144 under the Securities Act or any successor rule thereto (as such rule may be amended from time to time, “Rule 144”) and when no conditions of Rule 144 or such successor rule are then applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (iii) the date that is 90 days after the date on which the number of Registrable Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding (the period from the date of effectiveness until such earliest date, the “Registration Period”); provided that the Company shall not be required to file the Registration Statement or cause the Registration Statement to become effective during any suspension period pursuant to Section 2(c) or (d) below; (cb) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus relating thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act or, if no such filing is required, as included in the Registration Statement (the “Prospectus”), as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment or supplement during any suspension period pursuant to Section 2(c) or (d) below; (dc) furnish the Manager with such reasonable number of copies of the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Trust; (ed) use its commercially reasonable efforts to file any documents necessary to register or qualify the Registrable Shares under the securities or blue sky laws of such jurisdictions as the Manager shall reasonably designate in writing; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject; (fe) use its commercially reasonable efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”) as soon as reasonably practicable after the date of the ContributionContribution is completed; and (gf) bear all expenses in connection with the actions contemplated by paragraphs (a) through (f) of this Section 1 and the registration for sale of the Registrable Shares pursuant to the Registration Statement, including reasonable fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable SharesShares (such fees and expenses of legal counsel not to exceed $25,000 in the aggregate without the Company's prior written consent, which consent shall not be unreasonably withheld), but excluding underwriting discounts, brokerage fees, commissions and transfer taxes incurred by the Manager, the Trust or the Plan, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Manager shall provide such reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold and the intended method or methods of disposition of the Registrable Shares as shall be necessary to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunder.

Registration Compliance With the Securities Act. The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”), it shall: (a) prepare and file with the SEC, as soon as reasonably practicable after the Contribution, but in no event more than 30 days after the Contribution, a registration statement on Form S-3 for the purpose of registering for sale under the Securities Act of 1933, as amended (the “Securities Act”), all of the Registrable Shares by the Trust, as the selling stockholder thereunder (such registration statement (including any replacement or substitute registration statement), including all amendments (including any post-effective amendments) or supplements thereto, the prospectus contained therein or deemed to be a part thereof and any documents incorporated by reference therein, the “Registration Statement”), to enable the Manager to direct the Trust to offer and sell any or all of the Registrable Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and in the manner contemplated by the plan of distribution set forth in the Registration Statement; (b) use its commercially reasonable efforts to cause the Registration Statement, if not effective on the date of the Contribution, Statement to become effective as promptly as reasonably possible after filing and to remain continuously effective until the earliest of (i) the date on which all Registrable Shares have been sold, (ii) the date on which all Registrable Shares may be sold by the Trust to the public in accordance with Rule 144 under the Securities Act or any successor rule thereto (as such rule may be amended from time to time, “Rule 144”) and when no conditions of Rule 144 are then applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (iii) the date that is 90 days after the date on which the number of Registrable Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding (the period from the date of effectiveness until such earliest date, the “Registration Period”); provided that the Company shall not be required to file the Registration Statement or cause the Registration Statement to become effective during any suspension period pursuant to Section 2(c) or (d) below; (c) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus relating thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act or, if no such filing is required, as included in the Registration Statement (the “Prospectus”), as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment or supplement during any suspension period pursuant to Section 2(c) or (d) below; (d) furnish the Manager with such reasonable number of copies of the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Trust; (e) use its commercially reasonable efforts to file any documents necessary to register or qualify the Registrable Shares under the securities or blue sky laws of such jurisdictions as the Manager shall reasonably designate in writing; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject; (f) use its commercially reasonable efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”) NASDAQ Global Market as soon as reasonably practicable after the date of the Contribution; and (g) bear all expenses in connection with the actions contemplated by paragraphs (a) through (f) of this Section 1 and the registration for sale of the Registrable Shares pursuant to the Registration Statement, including reasonable fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable Shares, but excluding underwriting discounts, brokerage fees, commissions and transfer taxes incurred by the Manager, the Trust or the Plan, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Manager shall provide such reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold and the intended method or methods of disposition of the Registrable Shares as shall be necessary to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunder.

Registration Compliance With the Securities Act. The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”), it shall: (a) prepare and file with the SEC, as soon as reasonably practicable after the Contribution, but in no event more than 30 45 days after the Contribution, a registration statement on Form S-3 for the purpose of registering for sale under the Securities Act of 1933, as amended (the “Securities Act”), all of the Registrable Shares by the Trust, as the selling stockholder thereunder (such registration statement (including any replacement or substitute registration statement), including all amendments (including any post-effective amendments) or supplements thereto, the prospectus contained therein or deemed to be a part thereof and any documents incorporated by reference therein, the “Registration Statement”), to enable the Manager to direct the Trust to offer and sell any or all of the Registrable Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and in the manner contemplated by the plan of distribution set forth in the Registration Statement; (b) use its commercially reasonable efforts to cause the Registration Statement, if not effective on the date of the Contribution, to become effective as promptly as reasonably possible after filing and to remain continuously effective until the earliest of (i) the date on which all Registrable Shares have been sold, (ii) the date on which all Registrable Shares may be sold by the Trust to the public in accordance with Rule 144 under the Securities Act or any successor rule thereto (as such rule may be amended from time to time, “Rule 144”) and when no conditions of Rule 144 are then applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (iii) the date that is 90 days after the date on which the number of Registrable Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding (the period from the date of effectiveness until such earliest date, the “Registration Period”); provided that the Company shall not be required to file the Registration Statement or cause the Registration Statement to become effective during any suspension period pursuant to Section 2(c) or (d) below; (c) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus relating thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act or, if no such filing is required, as included in the Registration Statement (the “Prospectus”), as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment or supplement during any suspension period pursuant to Section 2(c) or (d) below; (d) furnish the Manager with such reasonable number of copies of the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Trust; (e) use its commercially reasonable efforts to file any documents necessary to register or qualify the Registrable Shares under the securities or blue sky laws of such jurisdictions as the Manager shall reasonably designate in writing; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject; (f) use its commercially reasonable efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”) as soon as reasonably practicable after the date of the Contribution; and (g) bear all expenses in connection with the actions contemplated by paragraphs (a) through (f) of this Section 1 and the registration for sale of the Registrable Shares pursuant to the Registration Statement, including reasonable fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable SharesShares (such fees and expenses of legal counsel not to exceed $25,000 in the aggregate), but excluding underwriting discounts, brokerage fees, commissions and transfer taxes incurred by the Manager, the Trust or the Plan, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Manager shall provide such reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold and the intended method or methods of disposition of the Registrable Shares as shall be necessary to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunder.

Registration Compliance With the Securities Act. The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”), it shall: (a) prepare and file with the SEC, as soon as reasonably practicable on or after the date of the Contribution, but in no event more than 30 twenty (20) days after the ContributionContribution is completed on or about March 31, 2010, a shelf registration statement on Form S-3 covering the sale of all the Registrable Shares held by the Trust, except to the extent it has an existing shelf registration statement covering the Common Stock which may be used for the purpose of registering for sale purposes contemplated herein (such new or existing registration statement and any successor registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), all of the Registrable Shares by the Trust, ) hereinafter referred to as the selling stockholder thereunder (such registration statement (including any replacement or substitute registration statement), including all amendments (including any post-effective amendments) or supplements thereto, the prospectus contained therein or deemed to be a part thereof and any documents incorporated by reference therein, the “Registration Statement”), to enable the Manager to direct the Trust Trustee to offer and sell any or all of the Registrable Shares on a delayed or continuous basis pursuant from time to Rule 415 under the Securities Act and time in the manner contemplated by the plan of distribution set forth in the Registration Statement, as amended by any prospectus supplement or post-effective amendment thereto; (b) use its commercially reasonable efforts to cause the Registration Statement, if not effective on the date of the ContributionContribution is completed, to become effective as promptly as reasonably possible after filing and to remain continuously effective until the earliest of (i) the date on which all Registrable Shares have been sold, (ii) the date on which all Registrable Shares may be sold by the Trust to the public in accordance with Rule 144 under the Securities Act or any successor rule thereto (as such rule may be amended from time to time, “Rule 144”) and when no conditions of Rule 144 or such successor rule are then applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (iii) the date that is 90 days after the date on which the number of Registrable Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding (the period from the date of effectiveness until such earliest date, the “Registration Period”); provided that the Company shall not be required to file the Registration Statement or cause the Registration Statement to become effective during any suspension period pursuant to Section 2(c) or (d) below; (c) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus relating thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act or, if no such filing is required, as included in the Registration Statement (the “Prospectus”), as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment or supplement during any suspension period pursuant to Section 2(c) or (d) below; (d) furnish the Manager with such reasonable number of copies of the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Manager may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Trust; (e) use its commercially reasonable efforts to file any documents necessary to register or qualify the Registrable Shares under the securities or blue sky laws of such jurisdictions as the Manager shall reasonably designate in writing; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject; (f) use its commercially reasonable efforts to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”) as soon as reasonably practicable after the date of the ContributionContribution is completed; and (g) bear all expenses in connection with the actions contemplated by paragraphs (a) through (f) of this Section 1 and the registration for sale of the Registrable Shares pursuant to the Registration Statement, including reasonable fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable SharesShares (such fees and expenses of legal counsel not to exceed $25,000 in the aggregate without the Company’s prior written consent, which consent shall not be unreasonably withheld), but excluding underwriting discounts, brokerage fees, commissions and transfer taxes incurred by the Manager, the Trust or the Plan, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 that the Manager shall provide such reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manager, the Registrable Shares to be sold and the intended method or methods of disposition of the Registrable Shares as shall be necessary to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunder.

Registration Compliance With the Securities Act. (a) Registration Procedures and Expenses. The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”), that it shall: (ai) subject to receipt of necessary information from the Purchasers, prepare and file with the SEC, SEC as soon as reasonably practicable after the Contribution, but and in no event more later than 30 thirty (30) days after following the ContributionClosing, a registration statement on Form S-3 for the purpose of registering for sale under the Securities Act of 1933, as amended (the “Securities Act”), all of the Registrable Shares by the Trust, as the selling stockholder thereunder (such registration statement (including any replacement or substitute registration statement), including all amendments (including any post-effective amendments) or supplements thereto, the prospectus contained therein or deemed to be a part thereof and any documents incorporated by reference therein, the “"Registration Statement”"), to enable the Manager to direct the Trust to offer and sell any or all resale of the Purchased Shares (collectively, the "Registrable Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and in the manner contemplated Shares") by the plan of distribution set forth in the Registration Statement; (b) Purchasers from time to time on Nasdaq and use its commercially all reasonable efforts to cause the such Registration Statement, if not effective on the date of the Contribution, Statement to become be declared effective as promptly as reasonably possible after filing and to remain continuously effective until the earliest earlier of (i) the date on which second anniversary of the Closing, or (ii) such time as all Registrable Shares purchased by the Purchasers pursuant to this Agreement have been sold, (ii) the date on which all Registrable Shares may be sold by the Trust thereunder or pursuant to the public in accordance with Rule 144 under the Securities Act or any successor rule thereto (as such rule may be amended from time to time, “Rule 144”) and when no conditions of Rule 144 are then applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (iii) the date that is 90 days after the date on which the number of Registrable Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding (the period from the date of effectiveness until such earliest date, the “"Registration Period”"); provided . In the event that Form S-3 is unavailable for such registration, the Company shall not be required to file the Registration Statement or cause the Registration Statement to become effective during any suspension period pursuant to Section 2(c) or (d) belowuse such other form as is available for such a registration; (cii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus relating thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act or, if no such filing is required, as included used in the Registration Statement (the “Prospectus”), connection therewith as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment or supplement during any suspension period pursuant to Section 2(c) or (d) below; (diii) furnish to the Manager Purchasers with respect to the Registrable Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, any prospectus in conformity with the requirements of the Securities Act, Act and such other documents as the Manager Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the TrustPurchasers; (eiv) use its commercially reasonable commercial efforts to file any documents necessary to register or qualify required of the Registrable Shares under the securities or Company for normal blue sky laws of such jurisdictions as clearance in states specified in writing by the Manager shall reasonably designate in writingPurchasers; provided provided, however, that the Company shall not be required to (i) qualify as a foreign corporation to do business or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if which it is not otherwise now so subjectqualified or has not so consented; (fv) use its commercially reasonable commercial efforts to cause the Registrable Shares to be listed on Nasdaq in connection with the New York Stock Exchange (the “NYSE”) as soon as reasonably practicable after the date filing of the Contribution; andRegistration Statement under Section 5(a)(i); (gvi) use its reasonable commercial efforts to cause the Registration Statement to be declared effective on or prior to one hundred twenty (120) days following the Closing and to promptly notify the Purchasers when the Registration Statement has been declared effective; (vii) bear all expenses in connection with the actions contemplated by paragraphs procedures in paragraph (ai) through (fvi) of this Section 1 5(a) and the registration for sale of the Registrable Shares pursuant to the Registration Statement, including reasonable Statement other than fees and expenses expenses, if any, of legal counsel or other advisers to the Manager incurred in connection with the registration and sale of the Registrable Shares, but excluding Purchasers or underwriting discounts, brokerage fees, fees and commissions and transfer taxes incurred by the Manager, the Trust or the PlanPurchasers, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 5(a) that the Manager Purchaser shall provide such reasonable assistance furnish to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manageritself, the Registrable Shares to be sold by the Purchaser, and the intended method or methods of disposition of the Registrable Shares such securities as shall be necessary required to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunderShares.

Registration Compliance With the Securities Act. (a) Registration of the Purchased Securities. The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”), that it shall: (ai) prepare and file with the SEC, SEC as soon as reasonably practicable after the Contribution, but and in no event more later than 30 sixty (60) days after following the ContributionClosing, a registration statement on Form S-3 for the purpose of registering for sale under the Securities Act of 1933, as amended (the “Securities Act”), all of the Registrable Shares by the Trust, as the selling stockholder thereunder (such registration statement (including any replacement or substitute registration statement), including all amendments (including any post-effective amendments) or supplements thereto, the prospectus contained therein or deemed to be a part thereof and any documents incorporated by reference therein, the “Registration Statement”), to enable the Manager to direct the Trust to offer and sell any or all resale of the Purchased Securities (together with any securities issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Purchased Securities, the “Registrable Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and in the manner contemplated Shares”) by the plan of distribution set forth in the Registration Statement; (b) Purchaser from time to time and use its commercially reasonable efforts to cause such Registration Statement to be declared effective, within ninety (90) days following the Closing Date or, in the event of a review of the Registration StatementStatement by the SEC, if not effective on within one hundred fifty (150) days following the date of the ContributionClosing Date, and, subject to become effective as promptly as reasonably possible after filing and exceptions provided herein, to remain continuously effective until the earliest earlier of (iA) the second anniversary of the Closing Date, (B) the date on which all Registrable Shares purchased by the Purchaser pursuant to this Agreement have been soldsold thereunder, or (iiC) the date on which all the Registrable Shares may can be sold by the Trust pursuant to the public in accordance with Rule 144 144(k) promulgated under the Securities Act or any successor rule thereto (as such rule may be amended from time to time, “Rule 144”) and when no conditions of Rule 144 are then applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (iii) the date that is 90 days after the date on which the number of Registrable Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding (the period from the date of effectiveness until such earliest date, the “Registration Period”); provided . In the event that the Company does not meet the requirements for the use of Form S-3, the Company shall not be required use such other form as is available for such a registration, and shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3, promptly after the Registration Statement or cause the Registration Statement to become effective during any suspension period pursuant to Section 2(c) or (d) belowfirst date on which it meets such requirements; (cii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus relating thereto filed with the SEC pursuant to Rule 424(bProspectus (as defined below) under the Securities Act or, if no such filing is required, as included used in the Registration Statement (the “Prospectus”), connection therewith as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment or supplement during any suspension period pursuant to Section 2(c) or (d) below; (diii) furnish to the Manager with such reasonable number of Purchaser sufficient copies of the Prospectus, in conformity with the requirements of the Securities Acteach final Prospectus (as defined below, and such other documents as the Manager may reasonably request, including any supplement or amendment thereto) in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the TrustPurchaser; (eiv) use its commercially reasonable efforts promptly notify the Purchaser when the Registration Statement has been declared effective; (v) promptly notify the Purchaser in writing of the existence of any fact or the happening of any event, during the Registration Period (but not as to file the substance of any documents necessary such fact or event), that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to register or qualify changes in the Registrable Shares under Registration Statement or the securities or blue sky laws of such jurisdictions as Prospectus in order to make the Manager statements therein not misleading (provided, however, that no notice by the Company shall reasonably designate be required pursuant to this subsection (vi) in writing; provided the event that the Company shall not be required either contemporaneously files a prospectus supplement to (i) qualify as update the Prospectus or a foreign corporation Form 8-K or other entity or as a dealer appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in securities either case, contains the requisite information with respect to such material event that results in such Registration Statement no longer containing any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction untrue or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectmisleading statements); (fvi) use its commercially reasonable efforts furnish to cause the Registrable Shares to be listed on the New York Stock Exchange (the “NYSE”) as soon as reasonably practicable after Purchaser from the date of this Agreement until the Contribution; andend of the Registration Period, copies of its periodic reports filed with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder, if any such reports are not filed with the SEC in an electronic, publicly available form; (gvii) bear all expenses in connection with the actions contemplated by procedures described in paragraphs (ai) through (fvii) of this Section 1 5(a) and the registration for sale of the Registrable Shares pursuant to the Registration Statement, including reasonable fees and expenses of legal counsel to the Manager incurred in connection with the registration and sale of the Registrable Shares, but excluding Statement other than underwriting discounts, brokerage fees, fees and commissions and transfer taxes incurred by the Manager, the Trust or the PlanPurchaser, if any. It shall be a condition precedent . (b) If for any reason prior to the obligations expiration of the Company Registration Period a Registration Statement required to take any action be filed pursuant to this Section 1 that 5(a) ceases to be effective or fails to cover all of the Manager shall provide Purchased Shares required to be covered by such reasonable assistance Registration Statement, the Purchaser may subsequently demand registration pursuant to the terms of and within the time frames set forth in Section 5(a)(ii) above by providing written demand registration notice to the Company and furnish, or cause to be furnished, (including a registration on Form S-1 to the extent the Company is not eligible to use any short form registration in writing connection with such information regarding the Managerdemand, a “Demand Registration”). Upon receipt of such demand registration notice, the Registrable Shares Company shall comply with its registration obligations as defined in Sections 5(a)(ii)-(viii) above. The filing deadline and effectiveness deadline with respect to any Demand Registration will be sold those dates which are forty-five (45) days and one hundred thirty five (135) days after the intended method or methods of disposition of date that the Registrable Shares as shall be necessary Demand Registration notice is delivered to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunderCompany.

Registration Compliance With the Securities Act. (a) Registration Procedures and Expenses. The Company hereby agrees that, to the extent not prohibited by any applicable law or applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”), that it shall: (ai) subject to receipt of necessary information from the Purchasers, prepare and file with the SEC, SEC as soon as reasonably practicable after the Contribution, but and in no event more later than 30 thirty (30) days after following the ContributionClosing, a registration statement on Form S-3 for the purpose of registering for sale under the Securities Act of 1933, as amended (the “Securities Act”), all of the Registrable Shares by the Trust, as the selling stockholder thereunder (such registration statement (including any replacement or substitute registration statement), including all amendments (including any post-effective amendments) or supplements thereto, the prospectus contained therein or deemed to be a part thereof and any documents incorporated by reference therein, the “"Registration Statement”"), to enable the Manager to direct the Trust to offer and sell any or all resale of the Purchased Shares and/or Warrant Shares (collectively, the "Registrable Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act and in the manner contemplated Shares") by the plan of distribution set forth in the Registration Statement; (b) Purchasers from time to time on Nasdaq and use its commercially all reasonable best efforts to cause the such Registration Statement, if not effective on the date of the Contribution, Statement to become be declared effective as promptly as reasonably possible after filing and and, subject to Section 5(b) below, to remain continuously effective until the earliest earlier of the second anniversary of the Closing, or (iii) the date on which such time as all Registrable Shares purchased by the Purchasers pursuant to this Agreement or the Warrants, as the case may be, have been sold, (ii) the date on which all Registrable Shares may be sold by the Trust thereunder or pursuant to the public in accordance with Rule 144 under the Securities Act or any successor rule thereto (as such rule may be amended from time to time, “Rule 144”) and when no conditions of Rule 144 are then applicable to the Trust (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (iii) the date that is 90 days after the date on which the number of Registrable Shares held by the Trust is less than one percent of the shares of Common Stock then outstanding (the period from "Registration Period"). In the date of effectiveness until event that Form S-3 is unavailable for such earliest dateregistration, the “Registration Period”)Company shall use such other form as is available for such a registration; provided provided, however, that the Company shall not be required to will promptly file the a new Registration Statement or cause on Form S-3 covering the Registration Statement resale of the Registrable Shares in the event that such Form becomes available at any time while Registrable Shares are outstanding and have not yet been sold to become effective during any suspension period pursuant to Section 2(c) or (d) belowthe public; (cii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus relating thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act or, if no such filing is required, as included used in the Registration Statement (the “Prospectus”), connection therewith as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided that the Company shall not be required to file any such amendment or supplement during any suspension period pursuant , subject to Section 2(c) or (d5(b) below; (diii) furnish to each Purchaser with respect to the Manager with Registrable Shares registered under the Registration Statement such reasonable number of copies of the ProspectusRegistration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act, Act and such other documents as the Manager such Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the TrustPurchasers; (eiv) use its commercially reasonable efforts to file any documents necessary to register or qualify required of the Registrable Shares under the securities or Company for normal blue sky laws of such jurisdictions as the Manager shall reasonably designate clearance in writingstates specified in writing by any Purchaser; provided provided, however, that the Company shall not be required to (i) qualify as a foreign corporation to do business or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if which it is not otherwise now so subjectqualified or has not so consented; (fv) use its commercially reasonable best efforts to cause the Registrable Shares to be listed on Nasdaq in connection with the New York Stock Exchange filing of the Registration Statement under Section 5(a)(i); (vi) use its reasonable best efforts to cause the Registration Statement to be declared effective on or prior to ninety (90) days following the Closing. If a Registration Statement covering all the Registrable Shares and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before ninety (90) days following the Closing (the “NYSE”"Effective Deadline") as soon as reasonably practicable for any reason other than by virtue of a breach by the Purchaser of any of its obligations or covenants hereunder then the Company shall pay to each holder of Registrable Shares an amount in cash per share of Common Stock held equal to the product of (i) the aggregate purchase price paid by the Purchaser for the Purchased Shares and (ii) the product of (I) 0.0005 and (II) the number of days after the date Effective Deadline that the Registration Statement is not declared effective by the SEC. The payments to which a Purchaser shall be entitled pursuant to this Section 5(a)(vi) are referred to herein as "Registration Delay Payments." Registration Delay Payments shall be paid on the last day of each calendar month during which such Registration Delay Payments are incurred; (vii) the Company shall permit a single firm of legal counsel ("Legal Counsel") designated by the holders of at least a majority of the ContributionRegistrable Shares to review the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC; (viii) within three (3) Business Days after a Registration Statement covering Registrable Shares is ordered effective by the SEC, the Company shall deliver, or shall cause its legal counsel to deliver, to the transfer agent for such Registrable Shares (with copies to the Purchasers) confirmation that such Registration Statement has been declared effective by the SEC; and (gix) bear all expenses in connection with the actions contemplated by paragraphs procedures in paragraph (ai) through (fvii) of this Section 1 5(a) and the registration for sale of the Registrable Shares pursuant to the Registration Statement, including reasonable Statement except for the fees and expenses expenses, if any, of legal counsel Legal Counsel or other advisers to the Manager incurred in connection with the registration and sale of the Registrable Shares, but excluding Purchasers or underwriting discounts, brokerage fees, fees and commissions and transfer taxes incurred by the Manager, the Trust or the PlanPurchasers, if any. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 5(a) that the Manager Purchaser shall provide such reasonable assistance furnish to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Manageritself, the Registrable Shares to be sold by the Purchaser, and the intended method or methods of disposition of the Registrable Shares such securities as shall be necessary required to effect the registration of the Registrable Shares and as may be required from time to time under the Securities Act and the rules and regulations thereunderShares.