Common use of Registration Under the Securities Act Clause in Contracts

Registration Under the Securities Act. 2.1 The Company agrees to file under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees to use its best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statement.

Registration Under the Securities Act. 2.1 (a) The Company agrees shall file with the Commission a Registration Statement on or prior to file under the Securities Act, as soon as reasonably possible day that is sixty (60) calendar days after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement Closing Date (the “Initial Shelf Registration StatementFiling Deadline”) providing for covering the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, resale of all of the Registrable Shares it owns on such filing date, Securities pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission. The Company agrees to shall use its best commercially reasonable efforts to cause the Initial Shelf such Registration Statement to become effective no later than the earlier of (i) the 90th calendar day after the Closing Date (or the 120th calendar day if the Commission notifies the Company that it will “review” such Registration Statement) and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review (the earlier of clauses (i) and (ii), the “Effectiveness Deadline”). (b) The Company shall use its commercially reasonable efforts to cause a Registration Statement to remain continuously effective, supplemented and amended as required by the Securities Act, for a period from the date the Registration Statement becomes or is declared effective as soon as possible after by the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long Commission, as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Managercase may be, to use its best efforts to file one or more subsequent Shelf Registration Statements and including the earlier of (each, a “Subsequent Shelf Registration Statement”x) (the date on which may include when all Registrable Securities covered by a prior Shelf the Registration StatementStatement cease to be Registrable Securities and (y) providing for the registration20th Trading Date (as defined in the Indenture) immediately following the Maturity Date (the “Effectiveness Period”). Notwithstanding anything else in this Agreement, if there ceases to be any Registrable Securities, the Company will no longer be required to file or keep effective any Registration Statement or pay any Additional Interest as contemplated by this Agreement and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month periodIndenture. The Company agrees may amend the Registration Statement so as to use its best efforts to cause each Subsequent Shelf convert the Registration Statement to become a Registration Statement on Form F-3 or be declared effective as soon as possible Form F-10 at such time after the filing Company becomes eligible to use such form. (c) The Company shall provide written notice to the Holders of the Subsequent Shelf anticipated filing date of the initial Registration Statement and at least 10 Business Days prior to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject such anticipated filing date. In order to Section 4.2. The Manager shall be named as a selling security holder securityholder in the Registration Statement at the time of its initial effectiveness, each Holder will furnish a Notice and Questionnaire and such Shelf information as the Company reasonably requests in writing regarding such Holder at least 5 Business Days prior to the anticipated filing date of the Registration Statement as provided in the notice to the Holders. If a Holder does not timely complete and deliver a Notice and Questionnaire or provide the other information the Company may reasonably request in writing, that Holder will not be named as a selling securityholder in the Prospectus forming a part of the Registration Statement and will not be permitted to sell its Registrable Securities under the related Prospectus Registration Statement at its effective date unless otherwise agreed by the Company. No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent unless in response to a manner comment or request from the Commission or another regulatory agency; provided that if the Commission requests that a Holder be identified as an “underwriter” in the Registration Statement, such Holder will have the opportunity to permit withdraw from the Manager to deliver Registration Statement. From and after the effective date of the Registration Statement, the Company shall use its commercially reasonable efforts, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within 90 calendar days after such Prospectus to purchasers of Registrable Shares in accordance with date, (i) if required by applicable law. 2.2 The Company further agrees , to file with the Commission a post-effective amendment to the Registration Statement or to prepare and, if permitted or required by applicable law, to file a supplement to the Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that it shall cause each Shelf Holder that delivered a Notice and Questionnaire is named as a selling securityholder in the Registration Statement and the related Prospectus, and so that such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (provided that the Company shall not be required to file more than one supplement or post-effective amendment in any 90-day period in accordance with this Section 2(c)(i)) and, if the Company shall file a post-effective amendment to the Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as soon as is reasonably practicable; (ii) provide such Holder as many copies of any documents filed pursuant to this Section 2(c)(i) as such Holder reasonably requests; and (iii) notify such Holder as soon as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section 2(c)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i). Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in the Registration Statement or Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(c) (whether or not such Holder was a Notice Holder at the time when any Registration Statement was declared or otherwise became effective) shall be named as a selling securityholder in the Registration Statement or Prospectus in accordance with the requirements of this Section 2(c). Notwithstanding the foregoing, if the Notes are called for redemption pursuant to Section 4.03(B) or 4.03(C) of the Indenture, then the Company shall file a post-effective amendment or supplement theretoto the related Prospectus as soon as is reasonably practicable (but no sooner than 5 Business Days) following the Redemption Notice Date (as defined in the Indenture), naming as of a selling securityholder therein all Notice Holders that have completed and delivered a Notice and Questionnaire on or before the effective date of such Shelf filing; provided that no such filing shall be required if all Notice Holders are already named as selling securityholders in the Registration Statement or Prospectus. (d) If any of the following events (any such amendment or supplementevent a “Registration Default”) shall occur, then additional interest (the “Additional Interest”) shall become payable by the Company pursuant to the Indenture to holders of the Notes as follows: (i) to comply in all material respects if a Registration Statement has not been filed with the applicable requirements Commission prior to the Filing Deadline, then commencing on the first Business Day following the Filing Deadline, Additional Interest shall accrue on the aggregate outstanding principal amount of the Securities Act; and Notes at a rate of 0.50% per annum; (ii) if a Registration Statement has not been declared effective on or prior to contain any untrue statement the Effectiveness Deadline, then commencing on the day that is the first Business Day following Effectiveness Deadline, Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.50% per annum; (iii) if a Registration Statement has been declared or becomes effective but ceases to be effective or ceases to be usable for the offer and sale of the Registrable Securities (other than in connection with (A) a Deferral Period or (B) as a result of a material fact requirement to file a new Registration Statement, a post-effective amendment or omit supplement to state the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein) at any time during the Effectiveness Period and the Company does not cure the lapse of effectiveness or usability within five (5) Business Days (or, if a material fact required Deferral Period is then in effect, within five (5) Business Days following the expiration of such Deferral Period), then Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.50% per annum; (iv) if the Company, through its omission, fails to name a Holder as a selling securityholder and such selling securityholder had complied timely with its obligations hereunder in a manner to entitle such selling securityholder to be stated therein so named in (i) the Registration Statement at the time it first became effective or necessary (ii) any Prospectus at the later of time of filing thereof or the time the Registration Statement of which the Prospectus forms a part becomes effective, then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.50% per annum; and (v) if the aggregate duration of Deferral Periods in order any period exceeds the number of days permitted in respect of such period pursuant to make Section 3(i), then commencing on the statements therein day after the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.50% per annum; (1) upon the filing and effectiveness (whether upon such filing or otherwise) of the Registration Statement (in the case of Section 2(d)(i) and Section 2(d)(ii)), (2) upon such time as the related ProspectusRegistration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of Section 2(d)(iii)), (3) upon the time such Holder is permitted to sell its Registrable Securities pursuant to any Registration Statement and Prospectus in accordance with applicable law (in the case of Section 2(d)(iv) above), (4) upon the termination of the Deferral Period referred to in Section 2(d)(v) or (5), in light any case, notwithstanding the preceding clauses (1) through (4), upon the conclusion of the circumstances under which they were madeEffectiveness Period. Any amounts of Additional Interest due pursuant to this Section 2(d) will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest pursuant to and to the extent set forth, in the Indenture; provided that (x) any accrued and unpaid Additional Interest with respect to any Notes or portion thereof submitted for conversion shall be paid in the manner and to the extent provided for the payment of interest in Section 5.02 and Section 5.03 of the Indenture and (y) that any accrued and unpaid Additional Interest with respect to any Notes or portion thereof submitted for repurchase on a Fundamental Change Repurchase Date (as defined in the Indenture), and not misleadingwithdrawn in compliance with Section 4.02 of the Indenture, shall be paid in the manner provided for the payment of interest in Section 4.02 of the Indenture. If any Shelf Registration Statement, as amended or supplemented from time to time, Note ceases to be effective outstanding during any period for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares)which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. The Additional Interest rate on the Notes shall use not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause of this Section 2(d) for any given period of time. Notwithstanding any provision in this Agreement, (x) in no event shall Additional Interest accrue or be payable to holders of Common Shares issued upon conversion of Notes and (y) if a Registration Default occurs after a Holder has converted its best efforts Notes for Common Shares, such Holder shall not be entitled to obtain any Additional Interest with respect to such Common Shares. The Company shall notify the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only Trustee in accordance with this Section 2.3the terms of the Indenture as soon as is reasonably practicable upon the happening of each and every Registration Default. The Manager agrees to deliver a Notice and QuestionnaireTrustee shall be entitled, a form on behalf of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”)Holders, to seek any available remedy for the Company at least ten (10) Business Days prior to enforcement of this Agreement, including for the filing payment of any Shelf Registration StatementAdditional Interest if any becomes due.

Registration Under the Securities Act. 2.1 (a) To the extent not prohibited by any applicable law or interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed a Registration Statement (the "Issuance Registration Statement") covering the issuance of the Shares upon conversion of the Bonds prior to the first date upon which the Bonds become convertible (the "First Conversion Date") and shall use its best efforts to cause such Issuance Registration Statement to become effective by the First Conversion Date. The Company shall use its best efforts to keep such Issuance Registration Statement continuously effective until such time as all Bonds have been converted or redeemed. The Company further agrees to file under supplement or amend the Issuance Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Issuance Registration Statement or by the Securities ActAct or by any other rules and regulations thereunder, and to use its best efforts to cause any such amendment or supplement to become effective and such Issuance Registration Statement to become usable as soon as reasonably possible after thereafter practicable. (b) In the first anniversary event that (i) the Company determines that, notwithstanding its beat efforts, the Issuance Registration Statement provided for in Section 2(a) above is not available or would not be declared effective by the SEC on or before the First Conversion Date because it would violate applicable law or the applicable interpretations of the closing Staff of the Offering orSEC or (ii) in the opinion of counsel for the Managers or the Holders, with respect to the offer and sale of the Formation Sharesas applicable, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager which shall be given reasonably requestspromptly, a Shelf Registration Statement (must be filed and a Prospectus must be delivered by a Manager or a Holder in connection with any offering or sale of Shares then the “Initial Company shall file and shall use its best efforts to cause a Shelf Registration Statement pertaining to the Shares to be declared effective by the SEC prior to the First Conversion Date. The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement”. In the event the Company is required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (ii) providing for of the registrationfirst sentence of this Section 2(b), the Company shall file and the sale on a continuous or delayed basis (including through brokers and dealers) have declared effective by the Manager, of the Registrable Shares it owns on such filing date, SEC both an Issuance Registration Statement pursuant to Rule 415 or any similar rule that Section 2(a) with respect to all Shares and a Shelf Registration Statement (which may be adopted by a combined Shelf Registration Statement with the CommissionIssuance Registration Statement) with respect to offers and sales of Shares after the First Conversion Date. The Company agrees to use its best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So for so long as any of the Manager holds Shares covered thereby (without regard to whether such Shares actually have been issued) shall constitute Registrable Shares Securities. The Company further agrees to supplement or can be reasonably foreseen amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the registration form used by the Company agreesfor the Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder in order to accurately reflect information regarding such Holder or such Holder's plan of distribution as required by the Shelf Registration Statement, upon request of the Manager, and to use its best efforts to file one or more subsequent cause any such amendment to become effective and the Prospectus contained in such Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant Statement to Rule 415 or any similar rule that may be adopted by the Commissionbecome usable as soon as thereafter practicable; provided, however, that the Company shall not be obligated required to file supplement or amend the Shelf Registration Statement to update information relating to any new Holder on more than four (4) one occasion in each calendar month in respect of a Holder or Holders who in the aggregate hold $10,000,000 or more in value of Registrable Securities or on more than one occasion in each calendar quarter in respect of a Holder or Holders who hold in the aggregate less than such subsequent Shelf Registration Statements in any twelve-month periodvalue of Registrable Securities. The Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being made available for use its best efforts or filed with the SEC. (i) Subject to cause each Subsequent the proviso in Section 3 (o), the Holders whose Registrable Securities are covered by a Shelf Registration Statement who desire to become do so may sell Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will administer the offering will be declared effective as soon as possible after selected (subject to the filing Company's approval which shall not be unreasonably withheld) by the Holders holding a majority of the Subsequent Registrable Securities (determined on an as-converted basis) included in such offering. Notwithstanding anything to the contrary set forth herein, the Company may suspend a Holder's use of a Prospectus which is part of the Shelf Registration Statement for up to two periods not to exceed 45 consecutive days (but not more than 60 days in any 365-day period) if the Company in its reasonable judgment believes it possesses material non-public information the disclosure of which would have an adverse effect on the Company, or any of its Subsidiaries or any Significant Joint Venture (each as defined in the Indenture). (ii) Each Holder whose Registrable Securities are covered by the Shelf Registration Statement and are of the same class or type as any Registrable Securities being sold in an Underwritten Offering agrees, upon the request of the Underwriter(s) in any Underwritten Offering permitted pursuant to keep this Agreement, not to effect any public sale or distribution of securities of the Subsequent Shelf Registration Statement continuously effective throughout Company of the Effective Period subject to Section 4.2. The Manager shall be named same class or type as a selling security holder the Registrable Securities included in such Shelf Registration Statement (except as part of such Underwritten Offering), including a sale pursuant to Rule 144 under the Securities Act, during the 10-day period prior to, and during the related Prospectus 90-day period beginning on, the closing date of any such Underwritten Offering made pursuant to such Shelf Registration Statement, provided that the Company or such Underwriter(s) shall have given such Holder timely notice in writing of such closing date. The foregoing provision shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such Underwritten Offering, not to affect any public sale or distribution of any of its Registrable Securities not sold in such a manner as to permit Underwritten Offering, commencing on the Manager to deliver such Prospectus to purchasers date of sale of Registrable Shares in accordance with applicable lawSecurities pursuant to such Underwritten Offering and ending on the date that is 90 days after the closing date of such Underwritten Offering, unless it has provided 45 days, prior written notice of such sale or distribution to the Underwriter(s). 2.2 (iii) Unless otherwise agreed to by the Underwriter(s), the Company agrees not to effect any public or private offer, sale or distribution of securities of the same class and type as the Registrable Securities being sold in the Underwritten Offering, including a sale pursuant to Regulation D under the Securities Act, during the 10-day period prior to, and during the 90-day period beginning on, the closing date of each Underwritten Offering permitted pursuant to Section 3(o) hereof made pursuant to the Shelf Registration Statement, provided that the Underwriter(s) shall have given the Company timely notice in writing of such closing date. Notwithstanding the foregoing, the Company may effect a private offer, sale or distribution of securities of the same class or type as the Registrable Securities being sold in the Underwritten Offering to the extent that, at the time that the price of such securities is determined, the price of such securities is in excess of the market price of the Registrable Securities; provided that the limitation on private offers, sales and distributions set forth in this sentence shall apply only to the extent so requested by the Underwriter(s) in the Underwritten Offering within three Business Days following notice of such proposed offer, sale or distribution by the Company (which notice shall be provided by the Company at least seven Business Days prior to any such proposed offer, sale or distribution). (d) The Company further agrees shall promptly pay upon incurrence all Registration Expenses in connection with any registration pursuant to Section 2. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement. (e) Upon the occurrence or failure to occur of certain events described in this Agreement, Liquidated Damages will accrue on the Bonds as provided in this Agreement. (f) Without limiting the remedies available to the Managers and Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2 hereof may result in material irreparable injury to the Managers and/or Holders for which there is no adequate remedy at law, that it shall cause each will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Managers or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2 hereof. (g) If after the Shelf Registration Statement and is declared effective by the related ProspectusSEC, and the offering of Registrable Securities pursuant thereto is interfered with by any amendment stop order, injunction or supplement thereto, as other order or requirement of the effective date of SEC or any other governmental agency or court, such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) will be deemed not to contain any untrue statement have become effective during the period of a material fact or omit to state a material fact required to be stated therein or necessary in order to make such interference until the statements therein (in the case offering of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares Securities pursuant to a such Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statementmay legally resume.

Registration Under the Securities Act. 2.1 The Company agrees In consideration of Xxxxxxx Xxxxx making a market in the Company's Exchange Securities, and subject to file Section 8, during the Market-Making Period, if, in the reasonable judgment of Xxxxxxx Xxxxx, it or any of its affiliates (as defined in the rules and regulations under the Securities Act) are required to deliver, a Market-Making Prospectus in connection with sales of the Exchange Securities, the Company will (i) provide Xxxxxxx Xxxxx and its affiliates, without charge, as soon as reasonably possible after the first anniversary many copies of the closing Market-Making Prospectus and any amendments or supplements thereto as they may reasonably request, (ii) periodically amend the Market-Making Prospectus and the Market Making Registration Statement so that the information contained therein complies with the requirements of section 10(a) of the Offering or, with respect to Securities Act and (iii) amend the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees to use its best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Market Making Registration Statement or the Market-Making Prospectus as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such amendment Market Making Registration Statement or supplementby the Act or the rule and regulations applicable thereunder, (i) and when necessary to comply reflect any material changes in all material respects with the applicable requirements of information provided therein in order that the Securities Act; and (ii) Market Making Registration Statement or the Market-Making Prospectus does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectustherein, in light of the circumstances under in which they were made) , not misleading. If any Shelf Registration Statement, as amended and promptly file such amendment or supplemented from time to timesupplement with the Commission, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), provided the Company shall use its best efforts agrees to obtain the prompt withdrawal furnish to Xxxxxxx Xxxxx copies of any order suspending such amendment or supplement prior to its being used or promptly following its filing with the effectiveness thereof. 2.3 Commission. The Manager agrees that Company and the Guarantors on the one hand, and Xxxxxxx Xxxxx, on the other hand, hereby agree to indemnify each other, and, if it wishes applicable, contribute to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectusthe other, it will do so only in accordance with Section 3 of this Section 2.3letter agreement. The Manager agrees to deliver a Notice Company and Questionnaire, a form each of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), Guarantors consent to the Company at least ten (10) Business Days prior use by Xxxxxxx Xxxxx and its affiliates, subject to the filing provisions of any Shelf this Agreement, the Registration StatementRights Agreement and applicable provisions of the Securities Act and state securities or Blue Sky laws of the jurisdictions in which the Exchange Securities are offered by Xxxxxxx Xxxxx, of each Market-Making Prospectus.

Registration Under the Securities Act. 2.1 The Company agrees to shall file under the Securities Act, Act as soon as reasonably possible practicable, but no later than 30 days after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requestsdate hereof, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) shelf registration statement providing for the registrationregistration of, and the sale on a continuous or delayed basis (including through brokers and dealers) by the ManagerElecting Holders of, all of the Registrable Shares it owns on such filing dateSecurities representing the First Tranche Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionCommission (such filing, the Shelf Registration and such registration statement, the Shelf Registration Statement). To the extent the First Tranche Registrable Securities do not constitute all Registrable Securities and are not initially included for resale under the Shelf Registration, any excluded Registrable Securities shall be entitled to the benefit of paragraph (d) below. The Electing Holders will be eligible to have their Registrable Securities included for resale as First Tranche Registrable Securities under the Shelf Registration on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Eligible Holder). The Company agrees to use its best all commercially reasonable efforts (x) to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible no later than 60 days after the filing of the Initial applicable Shelf Registration Statement and filing deadline described above and, subject to Section 3(d), to keep the Initial such Shelf Registration Statement continuously effective throughout for a period ending on the earlier of the second anniversary of the Effective Period subject to Section 4.2. So long Time or such time as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include there are no longer any Registrable Securities covered by a prior Shelf Registration Statement) providing for the registrationoutstanding, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company no holder shall not be obligated entitled to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder securityholder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such amendment or supplementholder is an Electing Holder, and (iy) to comply in all material respects with after the applicable requirements Effective Time of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), promptly upon the Company shall use its best efforts to obtain the prompt withdrawal request of any order suspending the effectiveness thereof. 2.3 The Manager agrees holder of Registrable Securities that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”)not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the Company at least ten (10) Business Days prior prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the filing of any Shelf Registration Statement., provided, however, that nothing in this clause

Registration Under the Securities Act. 2.1 (a) Upon the written demand (the “Shelf Demand”) of the Majority Holders, the Issuers shall be required to file, on one and only one occasion, a Shelf Registration Statement with the SEC to cover resales of the Registrable Securities. In that case, the Issuers will use their commercially reasonable efforts to (a) file the Shelf Registration Statement, (b) cause the Shelf Registration Statement to declared effective under the Securities Act by the 240th day after they receive the Shelf Demand and (c) maintain the effectiveness of the Shelf Registration Statement during the Shelf Effectiveness Period (defined below). The Company agrees Issuers agree to file use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earliest of (i) two years from the date the Shelf Registration Statement is declared effective under the Securities Act, as soon as reasonably possible after (ii) the first anniversary expiration of the closing of period referred to in Rule 144(k) (or any similar rule then in force, but not Rule 144A) under the Offering or, Securities Act with respect to the offer and sale of Registrable Securities or (iii) such shorter period that will terminate when all the Formation Shares, Registrable Securities covered by the Additional Initial Investment or any Management Fee Investments, at such earlier time as Shelf Registration Statement have been sold pursuant to the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration StatementEffectiveness Period”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the Commission). The Company agrees Issuers further agree to use its best efforts to cause supplement or amend the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as if required by the rules, regulations or instructions applicable to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The registration form used by the Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuers agree to furnish to the Holders of Registrable Securities copies of any such supplement or supplementamendment promptly after its being used or filed with the SEC. The Shelf Registration Statement may cover any securities of the Issuers in addition to the Registrable Securities. (b) The Issuers shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. In the event that the Shelf Registration is not declared effective by the date specified in Section 2(a) (the “Target Registration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to comply each subsequent 90-day period, in all material respects each case until the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act, at which time the interest rate on the Registrable Securities will revert to the original interest rate borne by such Registrable Securities. If the Shelf Registration Statement, if required hereby, has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) (plus any time required in connection with updating the applicable requirements Shelf Registration Statement in accordance with Section 10(a)(3) of the Securities Act; ) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 0.25% per annum for the first 90-day period immediately commencing on the 61st day (whether or not consecutive) in any 12-month period, which rate shall be increased by an additional 0.25% per annum at the beginning of each subsequent 90-day period, and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectuscontinue thereafter, in light of each case until the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectushas again been declared effective or the Prospectus again becomes usable, at which time the interest rate on the Registrable Securities will revert to the original interest rate borne by such Registrable Securities. Notwithstanding the foregoing, the maximum aggregate increase in the interest rate borne by the Registrable Securities pursuant to this Section 2(c) shall in no event exceed 1.00% per annum. For the avoidance of doubt, in no event shall the interest rate increase with respect to Securities not purchased by the Purchasers on the Closing Date, or with respect to any other securities of the Issuers, as a result of this Section 2(c). (d) Without limiting the remedies available to the Holders, the Issuers acknowledge that any failure by the Issuers to comply with their obligations under Section 2(a) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will do so only not be possible to measure damages for such injuries precisely and that, in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing event of any Shelf Registration Statementsuch failure, the Holders may obtain such relief as may be required to specifically enforce the Issuers’ obligations under Section 2(a) hereof.

Registration Under the Securities Act. 2.1 The Company agrees (and NGM agrees to cause the Company) to file under the Securities Act, Act as soon promptly as reasonably possible practicable but in any event no later than thirty (30) days after the first anniversary earlier of (i) June 30, 2008 and (ii) the closing of date on which the Offering orCompany files its Form 20-F for the fiscal year ended December 31, 2007 with respect to the offer and sale of the Formation SharesCommission (such earlier date, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests“Eligibility Date”), a Shelf Registration Statement shelf registration statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale an offering to be made on a delayed or continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the rules and regulations of the Commission, then registering the resale from time to time by Notice Holders of their Registrable Securities). At least twenty (20) Business Days before the Company expects the Shelf Registration Statement to become effective under the Securities Act (or if the Shelf Registration Statement becomes effective on or before June 11, 2008, then fifteen (15) Business Days before the Company expects the Shelf Registration Statement to become effective under the Securities Act), the Company shall give notice thereof to each Holder who has provided the Company its contact information (including the name of the contact person, telephone number and fax number of such contact person). Within ten (10) Business Days (or if the Shelf Registration Statement becomes effective on or before June 11, 2008, then five (5) Business Days) of receipt of such notice from the Company, each Holder shall notify the Company if such Holder elects to be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus, and deliver to the Company a Notice and Information Summary. 2.2 The Company agrees (and NGM agrees to cause the Company) to use its reasonable best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible under the Securities Act within one hundred eighty (180) days after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionEligibility Date; provided, however, that the Company shall not be obligated may, upon written notice to file more than four (4) such subsequent all Holders, postpone having the Shelf Registration Statements in any twelveStatement declared effective one time for a reasonable period not to exceed 30 consecutive days if the Company possesses material non-month periodpublic information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. The Company shall (and NGM agrees to cause the Company to) use its reasonable best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent such Shelf Registration Statement continuously effective throughout until the earliest of (x) the date that there are no longer any Registrable Securities outstanding; (y) the expiration of the period referred to in Rule 144(d)(1) of the Securities Act with respect to all Registrable Securities held by Persons that are not Affiliates of the Company; and (z) three years from the date such Shelf Registration Statement is declared effective (such period, the “Effective Period subject Period”). Without prejudice to Section 4.2. any registration rights, existing as of the date hereof, held by the Company’s security holders or NGM with respect to the Company’s securities, none of the Company’s securityholders (including NGM), other than Holders of Registrable Securities, shall have the right to include any of the Company’s securities in the Shelf Registration Statement. 2.3 The Manager shall be named as a selling security holder in such Company further agrees to cause (and NGM agrees to cause the Company to cause) the Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; Act and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in the light of the circumstances under which they were made) not misleading, and the Company agrees to furnish to the Holders of the Registrable Securities, promptly upon request, copies of any supplement or amendment prior to its being used or promptly following its filing with the Commission; provided, however, that the Company shall have no obligation to deliver to Holders of Registrable Securities copies of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Company’s website. If any the Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an the Effective Period (other than because all Registrable Shares Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable SharesSecurities or as permitted under Section 4.2, but subject to the last sentence of Section 4.2), the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to become effective under the Securities Act or to obtain the prompt withdrawal of any order suspending the effectiveness thereofof such Shelf Registration Statement for purposes contemplated hereunder. 2.3 The Manager 2.4 Each Holder of Registrable Securities agrees that if it such Holder wishes to sell Registrable Shares Securities pursuant to a the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.32.5 and Section 4.2. The Manager Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a completed and executed Notice and QuestionnaireInformation Summary to the Company prior to any attempted or actual distribution of Registrable Securities under a Shelf Registration Statement. The Company agrees to request any information from the Holders (other than the name and address of the Holder, the number of Shares held by such Holder that it wishes to include in the Relevant Registration Statement and Prospectus and the intended method of distribution) that are required to be disclosed under the Securities Act or otherwise reasonably requested by the Company immediately following such Holder’s request to include some or all of the Registrable Securities it holds under a Shelf Registration Statement 2.5 If a Holder becomes a Notice Holder, the Company shall, as promptly as is practicable after the date a Notice and Information Summary is delivered, and in any event within thirty (30) days after the date of receipt of such Notice and Information Summary, or if the use of the Prospectus has been suspended by the Company under Section 4.2 hereof at the time of receipt of the Notice and Information Summary or is suspended within five (5) days after the date such Notice and Information Summary is received, thirty (30) days after the expiration of the period during which the use of the Prospectus is suspended: (1) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Information Summary is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use their reasonable efforts to cause such post-effective amendment to be declared or to otherwise become effective under the Securities Act as promptly as is practicable. Notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment to the Shelf Registration Statement or supplement to the related Prospectus during any thirty (30) day period; (2) provide such Notice Holder, upon request, a form reasonable number of which copies of any documents filed pursuant to Section 2.1; and (3) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2.5(1). Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is attached not a Notice Holder as Schedule 1 to a selling securityholder in any Shelf Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder (regardless of when such Holder became a Notice Holder) shall be named as a selling securityholder in a Shelf Registration Statement or related Prospectus in accordance with the requirements of this Agreement Section 2.5 or Section 2.1, as applicable. 2.6 If any of the following events (any such event a “Registration Default”) shall occur, then a penalty charge (the “Notice Penalty Charge”) shall become payable by NGM to the Holders in respect of the Shares as follows: (1) if the Company has not filed its Form 20-F for the fiscal year ended December 31, 2007 with the Commission on or prior to June, 30, 2008, the Penalty Charge shall accrue on the Purchase Price at a rate of 5.0% per annum for the first 90 days following such date and Questionnaireat a rate of 10.0% per annum thereafter; such amount as reduced by the amount of payment or payments actually made by NGM to the Holders pursuant to Section 5.6 of the Purchase Agreement; or (2) if the Shelf Registration Statement is not filed with the Commission within 30 days following the Eligibility Date, then commencing on the 31st day after the Eligibility Date, the Penalty Charge shall accrue on the Purchase Price at a rate of 0.5% per annum for the first 90 days following such 31st day and at a rate of 1.0% per annum thereafter; or (3) if the Shelf Registration Statement is not declared effective and does not otherwise become effective within 180 days following the Eligibility Date, then commencing on the 181st day after the Eligibility Date, the Penalty Charge shall accrue on Purchase Price at a rate of 0.5% per annum for the first 90 days following such 181st day and at a rate of 1.0% per annum thereafter; or (4) if the Shelf Registration Statement has been declared effective or has otherwise become effective but such Shelf Registration Statement ceases to be effective at any time during the Effective Period (without being succeeded immediately by a new Shelf Registration Statement that is filed and immediately becomes effective under the Securities Act) for a period of time (including the Deferral Periods) which shall exceed forth five (45) days in the aggregate in any six (6) month period (such 46th day, the “Trigger Date”), except as permitted under Section 4.2 (but subject to the Company last sentence of Section 4.2), then commencing on the Trigger Date, the Penalty Charge shall accrue on a portion of the Purchase Price equal to the product of the Purchase Price and a fraction, (x) the numerator of which shall be the number of Shares, of which the Record Holders were holders of record at least ten the close of business on the applicable Record Date and (10y) Business Days the denominator of which shall be the number of all the Shares (the “Penalty Charge Applicable Amount”), at a rate of 0.5% per annum for the first 90 days following such date on which the Shelf Registration Statement ceases to be effective and at a rate of 1.0% per annum thereafter. The Penalty Charge on the Registrable Securities, if any, will be payable in cash on January 25 and July 25 of each year (the “Penalty Charge Payment Date”) to Notice Holders of record of such Registrable Security at the close of each preceding January 11 and July 11, to the extent of, for each such Penalty Charge Payment Date, the unpaid Penalty Charge that has accrued to (but excluding) such Penalty Charge Payment Date (or, if the Penalty Charge accrual period shall have ended prior to such Penalty Charge Payment Date, to, but excluding, the filing day immediately after the last day of such Penalty Charge accrual period, as specified below). On the day when the all Registration Defaults requiring the payment of the Penalty Charge to the Holders of Shares that are Registrable Securities pursuant to this Section are cured, the accrual of the Penalty Charge will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of the Penalty Charge). For the avoidance of doubt, the accrual of the Penalty Charge due to a Registration Default as specified in clause (4) above will cease upon the date on which the Shelf Registration StatementStatement becomes effective and usable under the Securities again or another Shelf Registration Statement is filed with the Commission and becomes effective. During any given period, in the event of the occurrence of multiple concurrent Registration Defaults, the rate of accrual of the Penalty Charge for such period shall be the highest rate provided for in this Section 2.6 applicable to the concurrent Registration Defaults. A Shelf Registration Statement pursuant to this Section 2 will not be deemed to have become effective unless it has been declared effective by the Commission or is automatically effective upon filing with the Commission as provided by Rule 462 under the Securities Act.

Registration Under the Securities Act. 2.1 (a) The Company agrees to shall file under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) shelf” registration statement providing for the registrationregistration of, and the sale resale on a continuous or delayed basis (including through brokers and dealers) by the Managerby, each Electing Holder of all of the Registrable Shares it owns on Securities then held by such filing dateElecting Holder, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionCommission (each such filing, the “Shelf Registration” and each such registration statement, the “Shelf Registration Statement”), as follows: (x) with respect to the Purchased Common Shares, the Company shall file a Shelf Registration Statement no later than the Closing Date (as defined in the Purchase Agreement), and (y) with respect to the Conversion Shares, if applicable, the Company shall file a Shelf Registration Statement no later than five (5) Business Days of the Conversion Share Issuance Date (such filing date, the “Conversion Share Filing Date”). The Company agrees to use its reasonable best efforts to cause the Initial each Shelf Registration Statement to become or be declared effective as soon as possible after the filing within sixty (60) days of the Initial applicable Shelf Registration Statement and filing deadline described above and, subject to Section 3(d), to keep the Initial each Shelf Registration Statement continuously effective throughout for 180 days following the Effective Period subject to Section 4.2. So long Closing Date or the Conversion Share Filing Date, as applicable; provided, that in the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments event that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, shall not be freely distributable pursuant to Rule 415 144 at any time between the applicable 180-day anniversary and the date that is 365 days following the Closing Date or any similar rule that may be adopted by the Commission; providedConversion Share Filing Date, howeveras applicable, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent applicable Shelf Registration Statement continuously effective throughout until the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers earlier of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) such time as all Registrable Securities become freely distributable pursuant to comply in all material respects with the applicable requirements of the Securities Act; Rule 144 and (ii) not to contain any untrue statement the date that is 365 days following the Closing Date or the Conversion Share Filing Date, as applicable. After the Effective Time of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during promptly upon the request of an Effective Period (other than because all Eligible Person holding Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares)Securities that is not then an Electing Holder, the Company shall use its best efforts to obtain take any action reasonably necessary to enable such holder to use the prompt withdrawal prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any order suspending action necessary to identify such holder as a selling securityholder in the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement Statement; provided, however, that such Eligible Person must return a completed and related Prospectus, it will do so only signed Notice and Questionnaire to the Company in accordance with this Section 2.3Agreement. The Manager Company further agrees to deliver a Notice promptly supplement or make amendments to the Shelf Registration Statement, including, without limitation, any post-effective amendments, as and Questionnairewhen required by the rules, a regulations or instructions applicable to the registration form of which is attached used by the Company for any such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration. (b) The Company shall use its best efforts to take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as Schedule 1 to this Agreement (the “Notice and Questionnaire”)contemplated in Section 2(a) hereof, and, to the Company at least ten extent the Shelf Registration Statement is not effective upon filing with the Commission, to submit to the Commission, within two (102) Business Days prior to after the filing Company learns that no review of any the Shelf Registration Statement will be made by the staff of the Commission or that the staff has no further comments on the Shelf Registration Statement, as the case may be, a request for acceleration of effectiveness (or post-effective amendment, if applicable) of the Shelf Registration Statement to a time and date not later than 48 hours after the submission of such request. (c) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. Any reference herein to a prospectus as of any time shall include any supplement thereto, preliminary prospectus, or any free writing prospectus in respect thereof.

Registration Under the Securities Act. 2.1 The (a) Unless the Company agrees and the Guarantors elect to file under an Exchange Offer Registration Statement pursuant to Section 2(b) hereof, the Securities ActCompany and the Guarantors shall use their reasonable best efforts to cause to be filed, as soon as reasonably possible within 45 days after the first anniversary consummation of the closing of Exchange (the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests“Filing Target Date”), a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and sale of all the sale on a continuous or delayed basis (including through brokers and dealers) Registrable Securities by the Manager, of Holders thereof and to have such Shelf Registration Statement declared effective by the Registrable Shares it owns on SEC as promptly as practicable thereafter and in any event by the 90th day following such filing date. If the Company and the Guarantors elect to file a Shelf Registration Statement under this Section 2(a) in lieu of an Exchange Offer Registration Statement, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees and the Guarantors agree to use its their reasonable best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout and usable for the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request sale of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities until no Securities covered by a prior such Shelf Registration Statement) providing for Statement constitute Registrable Securities (the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent “Shelf Registration Statements in any twelve-month periodEffectiveness Period”). The Company agrees and the Guarantors further agree to use its best efforts to cause each Subsequent Shelf Registration Statement to become supplement or be declared effective as soon as possible after amend the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a manner as to permit the Manager to deliver such Prospectus to purchasers Holder of Registrable Shares Securities listed in accordance with applicable law. 2.2 The Company further agrees that it shall cause each the Shelf Registration Statement and the related ProspectusProspectus with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment or supplement theretoto become effective, as of the effective date of if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders of Registrable Securities listed in the Shelf Registration Statement and the related Prospectus copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) In lieu of the Shelf Registration Statement required by Section 2(a) hereof, to the extent not prohibited by any applicable law or applicable interpretations of the Staff and to the extent all of the Holders are entitled to participate in an Exchange Offer, with respect to any Securities that are Registrable Securities, the Company and the Guarantors may instead cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities. If the Company and the Guarantors elect to file an Exchange Offer Registration Statement pursuant to this Section 2(b), the Company and the Guarantors shall use their reasonable best efforts to file the Exchange Offer Registration Statement on or before the Filing Target Date, and to have the Exchange Offer Registration Statement declared effective by the SEC by the 90th day following such amendment or supplementfiling date. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 45 days after such effective date. If the Company and the Guarantors elect to file the Exchange Offer Registration Statement under this Section 2(b) in lieu of a Shelf Registration Statement, the Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein; (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and (v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities. As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors, in writing (which may be contained in the applicable letter of transmittal) that (i) any Exchange Securities will be acquired in the ordinary course of business of the Person receiving such Exchange Securities, (ii) such Holder, nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an Affiliate of the Company or any Guarantor or, if it is an Affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities. As soon as practicable after the last Exchange Date, the Company and the Guarantors shall: (i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all material respects Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act; , the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than (1) that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff, (2) that no action or proceeding shall have been instituted or threatened in any court or by any governmental agency with respect to the Exchange Offer and no material adverse development shall have occurred with respect to the Company and (3) that all governmental approvals shall have been obtained that the Company deems necessary for the consummation of the Exchange Offer. (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement or the Exchange Offer Registration Statement. (d) A Shelf Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. An Exchange Offer Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. In the event that (i) a Shelf Registration Statement or an Exchange Offer Registration Statement, as applicable, does not become effective on or prior to February 16, 2009, or (ii), in the case of a Shelf Registration Statement, the Shelf Registration Statement becomes effective but ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the interest rate on the Registrable Securities will be increased by 0.25% per annum for the first 90-day period immediately following such Registration Default and (ii) not an additional 0.25% per annum with respect to contain any untrue statement each subsequent 90-day period, up to a maximum of a material fact or omit to state a material fact required to be stated therein or necessary 1.00% per annum, in order to make each case until the statements therein (in the case earlier of the related Prospectusdate such Registration Default is cured or the date on which no Securities constitute Registrable Securities. Notwithstanding the foregoing, in light of (1) the circumstances under which they were madeinterest rate shall not increase because more than one Registration Default has occurred and is pending simultaneously and (2) not misleading. If any Shelf Registration Statement, as amended or supplemented a Holder whose Registrable Securities are excluded from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance as a result of its failure to provide the information required by Section 3(b) hereof shall not be entitled to increased interest with this Section 2.3. The Manager agrees respect to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), Registration Default that pertains to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statement. (e) Without limiting the remedies available to the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Holders may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. (f) The Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus.

Registration Under the Securities Act. 2.1 The Notwithstanding the foregoing, the Company hereby consents to and agrees to file register on the books of the Company and with its Transfer Agent, without any such legal opinion, any transfer of Shares by a Purchaser to an Affiliate of such Purchaser, provided that no registration of such transfer is required under the Securities Act. In addition, Purchaser shall not knowingly transfer any Shares to a competitor of the Company. (b) The Purchaser agree to the imprinting, so long as is required by this Section 4.1(b), of the following legend on any certificate evidencing Shares: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES. Certificates evidencing Shares shall not be required to contain such legend or any other legend (i) while a Registration Statement covering the resale of such Shares is effective under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and or (ii) following any sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 144, or any similar rule that may be adopted by the Commission. The Company agrees to use its best efforts to cause the Initial Shelf Registration Statement to become (iii) if such Shares are eligible for sale under Rule 144(k), or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have (iv) if such legend is not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the required under applicable requirements of the Securities Act; Act (including judicial interpretations and (ii) not pronouncements issued by the Staff of the Commission). The Company shall cause its counsel to contain any untrue statement issue the legal opinion included in the Transfer Agent Instructions to the Transfer Agent on the Effective Date. At such time as a legend is no longer required for certain Shares, the Company will no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a material fact legended certificate representing such Shares, deliver or omit to state a material fact required cause to be stated therein delivered to such Purchaser a certificate representing such Shares that is free from the restrictive legends set forth above. The Company may not make any notation on its records or necessary in order give instructions to make the statements therein (in the case any transfer agent of the related ProspectusCompany that enlarge the restrictions on transfer set forth in this Section. For so long as any Purchaser owns Shares, in light the Company will not effect or publicly announce its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the circumstances under which they were madeCommon Stock. (c) not misleading. If any Shelf Registration Statement, as amended or supplemented The Company acknowledges and agrees that a Purchaser may from time to timetime pledge or grant a security interest in some or all of the Shares in connection with a bona fide margin agreement or other loan or financing arrangement secured by the Shares and, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto if required under the terms of such agreement, loan or shall have otherwise ceased to be Registrable Shares)arrangement, the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statement.such Purchaser may transfer

Registration Under the Securities Act. 2.1 (a) The Company agrees Issuers agree to file under the Securities Act, as soon as reasonably possible Act on or prior to the 90th day after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, Closing Date a Shelf Registration Statement "shelf" registration statement (the “Initial "Shelf Registration Statement”Registration") providing for the registrationregistration of, and the sale on a continuous or delayed basis (including through brokers and dealers) by the ManagerHolders of, all of the Registrable Shares it owns on such filing dateSecurities, pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission. The Company agrees Issuers agree to use its best their reasonable efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible under the Securities Act no later than 180 days after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period Closing Date and, subject to the provisions of Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager3(g), to use its best reasonable efforts to file one or more subsequent keep such Shelf Registration Statements continuously effective for a period ending on the earliest of (each, a “Subsequent i) the time when the Securities registered under the Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, can be sold pursuant to Rule 415 144 under the Securities Act or any similar successor rule that may be adopted or regulation thereto; (ii) the second anniversary of the Closing Date, (iii) the date on which all Securities registered under the Shelf Registration are disposed of in accordance therewith, and (iv) the date on which there are no longer any Securities outstanding. The Issuers agree to give notice to the Holders of all of the Registrable Securities of the filing and effectiveness of the Shelf Registration. The Issuers further agree to supplement or make amendments to the Shelf Registration, as and when required by the Commission; providedrules, however, that regulations or instructions applicable to the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in registration form used for such Shelf Registration Statement or by the Securities Act and the related Prospectus in Issuers agree to furnish to the Notice Holders of the Registrable Securities copies of any such a manner as supplement or amendment prior to permit its being used or promptly following its filing with the Manager to deliver such Prospectus to purchasers Commission. (b) Each Holder of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it such Holder wishes to sell Registrable Shares Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.32(b) and Section 3(g). The Manager Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration and related Prospectus agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), Questionnaire to the Company at least ten three (103) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration. From and after the date the Shelf Registration is declared effective, the Issuers shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five (5) Business Days after such date, (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling holder in the Shelf Registration and the related Prospectus and so that such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(b)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth <PAGE> 6 in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(g). Notwithstanding anything contained herein to the contrary, the Issuers shall be under no obligation to name any Holder that is not a Notice Holder as a selling holder in any Shelf Registration or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(b) of this Agreement (whether or not such Holder was a Notice Holder at the time the Shelf Registration was declared effective) shall be named as a selling holder in the Shelf Registration or related Prospectus in accordance with the requirements of this Section 2(b). (c) If any of the following events (any such event a "Registration Default") shall occur, then the Issuers shall pay liquidated damages (the "Registration Default Damages") to the Holders of Securities in respect of the Securities as follows: (i) if the Shelf Registration is not filed with the Commission on or prior to the 90th day following the Closing Date, then commencing on the 91st day after the Closing Date, Registration Default Damages shall accrue on the Applicable Principal Amount of any outstanding Notes that are Registrable Securities and the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such 91st day and 0.5% per annum thereafter; or (ii) if the Shelf Registration is not declared effective by the Commission on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the Applicable Principal Amount of any outstanding Notes that are Registrable Securities and the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such 181st day and 0.5% per annum thereafter; or (iii) if the Shelf Registration has been declared effective but such Shelf Registration ceases to be effective (other than pursuant to Section 3(g) hereof) at any time prior to the earliest of (i) the time when the Securities registered under the Shelf Registration can be sold pursuant to Rule 144 under the Securities Act or any successor rule or regulation thereto; (ii) the second anniversary of the Closing Date; (iii) the date on which all Securities registered under the Shelf Registration are disposed of in accordance therewith; and (iv) the date on which there are no longer any Securities outstanding, then commencing on the day such Shelf Registration ceases to be effective, Registration Default Damages shall accrue on the Applicable Principal Amount of any outstanding Notes that are Registrable Securities and the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such date on which the Shelf Registration ceases to be effective and 0.5% per annum thereafter; or (iv) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(g) hereof, then commencing on the day the aggregate duration of Deferral Periods in <PAGE> 7 any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Applicable Principal Amount of any outstanding Notes that are Registrable Securities and the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such date and 0.5% per annum thereafter; provided, however, that (1) upon the filing of any the Shelf Registration Statement(in the case of clause (i) above), (2) upon the effectiveness of the Shelf Registration (in the case of clause (ii) above), (3) upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of clause (iii) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(g) to be exceeded (in the case of clause (iv) above) or (5) upon the termination of certain transfer restrictions on the Securities as a result of the application of Rule 144(k) under the Securities Act, pursuant to which such Securities are eligible to be sold, Registration Default Damages on the Securities under the Securities Act shall cease to accrue. (d) Any reference herein to a registration statement shall be deemed to include any document incorporated therein by reference as of the applicable Effective Time and any reference herein to any post-effective amendment to a registration statement shall be deemed to include any document incorporated therein by reference as of a time after such Effective Time. (e) Notwithstanding any other provision of this Agreement, any Holder of Registrable Securities who does not comply with the provisions of Section 3(d), if applicable, shall not be entitled to receive Registration Default Damages unless and until such Holder complies with the provisions of Section 3(d), as applicable.

Registration Under the Securities Act. 2.1 (a) The Company agrees to shall file under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering orpracticable but in no event later than November 30, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests2007, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) shelf” registration statement providing for the registrationregistration of, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Managerholders of, all of the Registrable Shares it owns on such filing dateSecurities, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionCommission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company agrees to use its reasonable best efforts (x) to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible reasonably practicable after the filing of the Initial Shelf Registration Statement such filing, but in no event later than January 31, 2008, and subject to Section 3(d), to keep the Initial such Shelf Registration Statement continuously effective throughout until such time as there are no longer any Registrable Securities outstanding, and (y) after the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request Time of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include , promptly upon the request of any holder of Registrable Securities covered by Securities, to take any action reasonably necessary to enable such holder to use the prospectus forming a prior part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each to supplement or make amendments to the Shelf Registration Statement and the related ProspectusStatement, and including without limitation, any amendment or supplement theretopost effective amendments, as of and when required by the effective date of rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or such amendment by the Securities Act or supplement, (irules and regulations thereunder for shelf registration. To the extent the Company is required to file a prospectus under Rule 424(b) to comply in all material respects with the applicable requirements of the Securities Act; , it shall file such prospectus on the third business day following the Effective Time. In the event that the Company and (ii) not the Representative agree that it would be advisable to contain any untrue statement delay the registration of a material fact portion of the Securities, the Company shall file a subsequent Shelf Registration Statement covering such portion of the Securities at a time which shall be mutually agreed by the Company and the Representative. Such Shelf Registration Statement shall be subject to all of the terms and provisions of this Agreement, except for the initial filing deadline described above. (b) The Company shall use all reasonable best efforts to take all actions necessary or omit to state a material fact required advisable to be stated therein or necessary taken by it to ensure that the transactions contemplated herein are effected as so contemplated in order Section 2(a) hereof, and to make submit to the statements therein (in Commission, within two business days after the case Company learns that no review of the related Prospectus, in light Shelf Registration Statement will be made by the staff of the circumstances under which they were made) not misleading. If any Commission or that the staff has no further comments on the Shelf Registration Statement, as amended the case may be, a request for acceleration of effectiveness (or supplemented from post effective amendment, if applicable) of the Shelf Registration Statement to a time and date not later than 48 hours after the submission of such request. (c) If (but without any obligation to time, ceases do so) the Company proposes to be effective register (including for this purpose a registration effected by the Company for stockholders of the Company other than the holders) any reason at any time during an Effective Period of its stock or other securities under the Securities Act in connection with the public offering of such securities (other than because all Registrable Shares a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145, or a registration in which the only Common Stock being registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Sharesis Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each holder written notice of such registration. Upon the written request of each holder given within twenty (20) days after mailing of such notice by the Company, the Company shall use its best efforts to obtain cause to be registered under the prompt withdrawal Securities Act all of the Registrable Securities that each such holder has requested to be registered. The Company shall have the right to terminate or withdraw any order suspending registration initiated by it under this Section 2(c) prior to the effectiveness thereof. 2.3 of such registration whether or not any holder has elected to include securities in such registration. The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only expenses of such withdrawn registration shall be borne by the Company in accordance with this Section 2.3. The Manager agrees 4 hereof. (d) Any reference herein to deliver a Notice and Questionnaire, a form of which is attached registration statement or prospectus as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statementtime shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. Any reference to a prospectus as of any time shall include any supplement thereto, preliminary prospectus, or any free writing prospectus in respect thereof.

Registration Under the Securities Act. 2.1 The (a) Upon the written demand (the “Demand Notice”) of the Majority Holders, the Issuers shall be required to file, on one occasion, either (i) a Shelf Registration Statement if the Company agrees is then eligible to use such a registration statement and if there is no then-currently effective Shelf Registration Statement on file with the SEC which would cover all Registrable Securities requested to be registered or (ii) an S-1 Registration Statement with the SEC to cover resales of the Registrable Securities. In the case of (a)(i) above, the Issuers will use their commercially reasonable efforts to (x) file the Shelf Registration Statement within 60 days of receipt of the Demand Notice, (b) cause the Shelf Registration Statement to be declared effective under the Securities Act, as soon as reasonably possible Act by the 150th day after the first anniversary receipt of the closing Demand Notice and (z) maintain the effectiveness of the Offering orShelf Registration Statement during the Shelf Effectiveness Period (defined below). In the case of (a)(ii) above, with respect the Issuers will use their commercially reasonable efforts to (x) file the S-1 Registration Statement within 90 days of receipt of the Demand Notice and (y) cause the S-1 Registration Statement to be declared effective under the Securities Act by the 180th day after receipt of the Demand Notice. The Issuers agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earliest of (i) one year from the date the Shelf Registration Statement is declared effective under the Securities Act or (ii) such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration StatementEffectiveness Period”) providing for ). Notwithstanding anything to the registrationcontrary in this Agreement, and at any time, the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that Issuers may be adopted by the Commission. The Company agrees to use its best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after delay the filing of the Initial Shelf Registration Statement and to keep or S-1 Registration Statement, as the Initial case may be, or delay or suspend the effectiveness of the Shelf Registration Statement continuously effective throughout the Effective Period subject Statement, for a reasonable period of time, up to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agreesthree (3) times during any calendar year, upon request of the Manager, to use its best efforts to file one or but in no event for more subsequent Shelf Registration Statements than 60 days in any 365-day period (each, a “Subsequent Shelf Registration StatementSuspension Period”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for ), if the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, Board of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that Directors of the Company shall not determines reasonably and in good faith that (x) the filing of any such registration statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be obligated detrimental to file more than four the Company if so disclosed or would otherwise materially adversely affect a material financing, acquisition, disposition, merger or other material transaction or (4y) such subsequent Shelf Registration Statements in any twelve-month periodaction is required by applicable law. The Company agrees Issuers further agree to use its best efforts to cause each Subsequent supplement or amend the Shelf Registration Statement to become or be declared effective S-1 Registration Statement, as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement case may be, and the related Prospectus in if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration statement or by the Securities Act or by any other rules and regulations thereunder for registration or if reasonably requested by a manner as Holder of Registrable Securities with respect to permit the Manager information relating to deliver such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective and such registration statement and Prospectus to purchasers become usable as soon as thereafter practicable. The Issuers agree to furnish to the Holders of Registrable Shares in accordance Securities copies of any such supplement or amendment promptly after its being used or filed with applicable law. 2.2 the SEC. The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and may cover any amendment or supplement thereto, as securities of the effective date Issuers in addition to the Registrable Securities. (b) The Issuers shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement or such amendment S-1 Registration Statement, as the case may be. (c) The Shelf Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it is an Automatic Shelf Registration Statement or supplementit has been declared effective by the SEC. The S-1 Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. In the event that the Shelf Registration Statement or S-1 Registration Statement, as the case may be, is not filed or declared effective by the dates specified in Section 2(a) (the “Target Registration Date”), the interest rate on the Registrable Securities will be increased by (i) to comply in all material respects with 0.25% per annum for the applicable requirements of first 90-day period immediately following the Securities Act; Target Registration Date and (ii) not an additional 0.25% per annum with respect to contain any untrue statement of a material fact each subsequent 90-day period, in each case until such registration statement, if required hereby, is declared effective by the SEC or omit the Securities become freely tradable under the Securities Act, at which time the interest rate on the Registrable Securities will revert to state a material fact the original interest rate borne by such Registrable Securities. If the Shelf Registration Statement or S-1 Registration Statement, as the case may be, if required hereby, has been declared effective and thereafter either ceases to be stated effective or the Prospectus contained therein or necessary in order ceases to make be usable at any time during the statements therein Shelf Effectiveness Period (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended ) or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period otherwise required under the Securities Act (other than because of the sale of all Registrable Shares Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement Suspension Period), and related Prospectus, it will do so only such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) (plus any time required in connection with updating such registration statement in accordance with Section 10(a)(3) of the Securities Act) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 0.25% per annum for the first 90-day period immediately commencing on the 61st day (whether or not consecutive) in any 12-month period, which rate shall be increased by an additional 0.25% per annum at the beginning of each subsequent 90-day period, and continue thereafter, in each case until such registration statement has again been declared effective or the Prospectus again becomes usable, at which time the interest rate on the Registrable Securities will revert to the original interest rate borne by such Registrable Securities. Notwithstanding the foregoing, the maximum aggregate increase in the interest rate borne by the Registrable Securities pursuant to this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (102(c) Business Days prior to the filing of any Shelf Registration Statementshall in no event exceed 0.50% per annum.

Registration Under the Securities Act. 2.1 (a) The Company agrees shall, at its expense, within 90 calendar days following the Closing Date, file with the Commission a Registration Statement with respect to the Registrable Securities as to which the Company has obtained the information contemplated by Section 3(d) and thereafter shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission under the Securities Act within 180 calendar days after the Closing Date. (b) Subject to Section 2(c) hereof, the Company shall use its reasonable best efforts, and will file such supplements or amendments to the Registration Statement as may be necessary or appropriate, to keep the Registration Statement continuously effective under the Securities Act and usable by holders for resales of Registrable Securities for a period of three years from the Effective Time or, such shorter period that will terminate upon the earlier of the following: (i) when there are no outstanding Registrable Securities and (ii) when, in the written opinion of Fulbright & Xxxxxxxx L.L.P. or other independent counsel to the Company, all outstanding Registrable Securities held by persons that are not "affiliates" of the Company (as defined in Rule 144(a)(1) under the Securities Act, as soon as reasonably possible after ) may be resold without registration under the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, Securities Act pursuant to Rule 415 144(k) under the Securities Act (or any similar rule successor provision to such Rule) (and thereupon the Company shall remove all legends from the Registrable Securities restricting the transfer thereof (other than any Registrable Securities held by an affiliate)). (i) If the Company determines in its good faith judgment that may be adopted by the Commission. The Company agrees filing of any supplement or amendment to use its best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf such Registration Statement continuously effective throughout under the Effective Securities Act during the Effectiveness Period subject to Section 4.2. So long as and usable by holders for resales of Registrable Securities, would require the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments disclosure of material information that have not been previously registered pursuant hereto the Company agreeshas a bona fide business purpose for preserving as confidential or the disclosure of which would materially adversely affect the Company's ability to consummate a significant transaction, upon request written notice of such determination by the Company to the holders of the ManagerRegistrable Securities, the obligation of the Company to use its best efforts to file one supplement or more subsequent Shelf amend the Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis Statement (including through brokers and dealersany action contemplated by Section 3 hereof) by will be suspended until the Manager, Company notifies the holders in writing that the reasons for suspension of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by obligations on the Commissionpart of the Company as set forth in this Section 2(c)(i) no longer exist; provided, however, that no such suspension shall last more than 60 consecutive days. (ii) If the Company shall not be obligated to file more than four initiates and is in good faith pursuing an underwritten primary offering of equity securities (4) such subsequent Shelf Registration Statements as defined in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of Rule 405 under the Securities Act; and ) (ii) not to contain any untrue statement which primary offering may also include secondary sales of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case securities of the related Prospectus, in light of the circumstances under which they were madeCompany) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period on a registration statement (other than because all Registrable Shares registered thereunder shall have been sold any registration by the Company on Form S-8, or a successor or substantially similar form, of an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant thereto or shall have otherwise ceased to be Registrable Sharesany such plan), upon written notice thereof by the Company to the holders the obligation of the Company to supplement or amend the Registration Statement shall use its best efforts to obtain be suspended during the prompt withdrawal registration period of any order suspending the effectiveness thereofsuch underwritten primary offering. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus(d) Notwithstanding the provisions of Section 2(c) hereof, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form the aggregate number of days (whether or not consecutive) during which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to may delay the filing of any Shelf such supplement or amendment shall in no event exceed 90 days during any period of 12 consecutive months and the right of the Company to suspend its obligation to supplement or amend the Registration StatementStatement under Section 2(c) shall not limit any obligation the Company may have to pay additional interest pursuant to Section 1007 of the Indenture.

Registration Under the Securities Act. 2.1 (a) The Company agrees Issuers shall use their reasonable best efforts to file under the Securities Actcause to be filed, as soon as reasonably possible practicable following the sixtieth (60th) day after the first anniversary Closing Date, but in no event prior to filing of the closing of Exchange Offer (as that term is defined in the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requestsMemorandum), a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and sale of all the sale on a continuous or delayed basis (including through brokers and dealers) Registrable Securities by the ManagerHolders thereof and to have such Shelf Registration Statement declared effective by the SEC, provided that, the Shelf Registration Statement shall not be declared effective prior to the completion of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionExchange Offer. The Company agrees Issuers agree to use its their reasonable best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout until the Effective Period subject to Section 4.2. So long as earliest of (i) the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request expiration of the Managerperiod referred to in Rule 144(k) under the Securities Act with respect to the Registrable Securities, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”ii) (the date on which may include all the Registrable Securities covered by a prior the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, or (iii) providing for the registration, and date on which no Registrable Securities are outstanding (the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period"Effectiveness Period"). The Company agrees Issuers further agree to use its best efforts to cause each Subsequent Shelf Registration Statement to become supplement or be declared effective as soon as possible after amend the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as if required by the rules, regulations or instructions applicable to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and registration form used by the related Prospectus, and any amendment or supplement thereto, as of the effective date of Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by any Holder to include information with respect to such Holder to facilitate sales of such Holder's Registrable Securities, and to use their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuers agree to furnish to the Holders of Registrable Securities copies of any such supplement or supplementamendment promptly after its being used or filed with the SEC. (b) The Issuers shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) hereof. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. In the event that the Shelf Registration Statement is not declared effective on or prior to October 15, 2002 (the "Target Registration Date"), the interest rate on the Registrable Securities will be increased by (i) 0.50% per annum with respect to comply the first 90-day period immediately following the Target Registration Date or (ii) if the Shelf Registration Statement is not declared effective at the end of such 90-day period, by an additional 0.50% per annum, in all material respects with each case until the applicable requirements of Shelf Registration Statement is declared effective by the SEC or the Securities become freely tradable under the Securities Act; , up to a maximum of 1.00% per annum of additional interest. If the Shelf Registration Statement has been declared effective and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required thereafter either ceases to be stated effective or the Prospectus contained therein ceases to be usable at any time during the Effectiveness Period, and such failure to remain effective or necessary usable exists for more than 30 days (whether or not consecutive) in order any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable. Notwithstanding the foregoing, if the Issuers shall request Holders of Securities to make the statements therein (provide information called for by this Agreement for inclusion in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will Securities owned by Holders who do so only in accordance with this Section 2.3. The Manager agrees to not deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), such information to the Company at least ten (10) Business Days prior Issuers will not be entitled to an increase in the filing of any Shelf Registration Statementinterest rate on such Holder's Securities for so long as such Holder's failure to provide such information continues.

Registration Under the Securities Act. 2.1 The Not later than thirty (30) days after receipt by the Company agrees of notice (a "Filing Date") by a Holder that such Holder has exercised or (i) is eligible to exercise its Conversion Right (as defined in the Joint Venture Agreement) within 30 days, and (ii) intends to exercise such Conversion Right, the Company shall file a Registration Statement providing for the sale by the Holder of the Holder's Registrable Securities. If any Holder should cause the Company to file a Registration Statement pursuant to this Section 2(a) (such Holder, a "Registering Holder"), the Company shall notify each other Holder and each other Holder may, upon written request within five (5) Business Days following the date of the Registering Holder's Notice, request that, and the Company, subject to the provisions set forth below, shall use its best efforts to cause, all of such Holder's Registrable Securities to be registered under the Securities Act, . The Registration Statement shall be immediately effective pursuant to Rule 462 or the Company will use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the Commissionpracticable. The Company agrees to use its best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout with respect to all Registrable Securities of such Holder or Holders for a period expiring on the Effective Period subject earlier of (x) the date on which all of such Holder's Registrable Securities have been sold pursuant to Section 4.2the Registration Statement, and (y) two years after the Filing Date, and further agrees during such period to supplement or amend the Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act or by any other rules and regulations thereunder for a shelf registration to the extent necessary to ensure that it is available for resales by the Holder of the Registrable Securities. So long Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective and shall be permitted to suspend the use of any then effective Registration Statement if the Chief Executive Officer or the Chief Financial Officer of the Company certifies to the Holders in writing of (i) the existence of circumstances relating to a material pending development, including, but not limited to the need to update or modify financial information or a pending or contemplated material acquisition or merger or other material transaction or event, which would require additional disclosure by the Company in the Registration Statement of previously non-public material information which the Company in its good faith judgment has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, or (ii) the unavailability of financial statements required by Form F-3 or such other form of Registration Statement as the Manager holds Registrable Shares or can be reasonably foreseen Company is eligible to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commissionuse; provided, however, that the Company may not delay, suspend or withdraw a Registration Statement more than ninety (90) days in the aggregate during any period of twelve (12) consecutive months pursuant to this Section 2(a); and provided, further, that the Holders acknowledge and accept that in addition to the 90-days referenced above, they may not be permitted to sell their Registrable Securities even after such a Registration Statement is filed and effective, due to any restrictions under applicable securities laws, including as a result of any "blackout" periods adopted by the Company and applicable to the Company's directors or any Holdback Periods (as defined in Section 4(d))(collectively, "Other Permitted Restrictions"). The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder. Holders may exercise their rights under this Section 2(a) no more than three times per year, provided that such Holders continue to hold Registrable Securities. If, as a result of applicable law or based upon comments received by the Commission, all of the Registrable Securities to be included in the Registration Statement cannot be so included (a "Cutback"), then the Company shall only include in the Registration Statement the number of Registrable Securities permitted to be so included and the Company shall thereafter prepare and file additional Registration Statements as soon as permitted to register for resale any Registrable Securities previously omitted from the Registration Statement (and such additional Registration Statements shall not be obligated to file more than four (4counted as additional exercises of a Holder's rights under this Section 2(a)) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement theretosuch failure to register for resale any such Registrable Securities due to a Cutback shall not count towards the 90-day period referenced above. Notwithstanding anything else to the contrary in this Agreement, as of the effective date of such Shelf Registration Statement or such amendment or supplement, if (i) the Company shall have filed a shelf Registration Statement pursuant to comply in all material respects with the applicable requirements of Rule 415 under the Securities Act; Act (or any substitute form or rule, respectively, that may be adopted by the Commission) covering, among other things, all the Registrable Securities and (ii) not to contain any untrue statement of the shelf Registration Statement is effective when the requesting Holders would otherwise make a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances request for registration under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Sharesthis Section 2(a), the Company shall use its best efforts not be required to obtain the prompt withdrawal of separately register any order suspending the effectiveness thereofRegistrable Securities. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statement.

Registration Under the Securities Act. 2.1 (a) [Intentionally omitted] (b) The Company agrees shall use commercially reasonable efforts to file under the Securities Act, Act as soon as reasonably possible practicable after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requestsClosing Date, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) shelf” registration statement providing for the registrationregistration of, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Managerholders of, all of the Registrable Shares it owns on such filing dateSecurities, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionCommission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company agrees to use its best commercially reasonable efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon promptly as possible practicable but in any event no later than 180 days after the filing of Closing Date; provided, that if at any time the Initial Company is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405), then the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement as provided in General Instruction I.D. to Form S-3; provided, further that upon written notice to all holders of Registrable Securities, the Company may postpone any efforts to have the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information the disclosure of which would have a material adverse effect on the Company and its subsidiaries, taken as a whole. After the Effective Time, the Company agrees to use commercially reasonable efforts to keep the Initial such Shelf Registration Statement continuously effective throughout for a period ending on the earliest of (i) the sale of all outstanding Registrable Securities registered under the Shelf Registration Statement, (ii) the time all Registrable Securities are sold by the holders thereof pursuant to Rule 144 or (iii) the second anniversary of the Effective Period subject Time. No holder shall be entitled to Section 4.2. So long be named as a selling securityholder in the Manager holds Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Shares or can be reasonably foreseen to acquire Securities unless such holder is an Electing Holder and no distribution of Registrable Shares Securities pursuant to future Management Fee Investments that have not been previously registered pursuant hereto such Shelf Registration Statement shall take the form of an underwritten offering without the Company’s prior written consent. The Company agrees, after the Effective Time of the Shelf Registration Statement and promptly upon the request of the Managerany holder of Registrable Securities that is not then an Electing Holder, to use its best commercially reasonable efforts to file one or more subsequent enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any commercially reasonable action necessary to identify such holder as a selling securityholder in the Shelf Registration Statements Statement (each, whether by post-effective amendment thereto or by filing a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, prospectus pursuant to Rule 415 or any similar rule that may be adopted by Rules 430B and 424(b) under the CommissionSecurities Act identifying such holder); provided, however, that nothing in this sentence shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and Section 3(a)(iii). Notwithstanding anything to the related Prospectuscontrary in this Section 2(b), and any amendment or supplement thereto, as upon notice to the Electing Holders (which notice need not specify the nature of the effective date event giving rise to such suspension), the Company may suspend the use or the effectiveness of such Shelf Registration Statement, for up to 45 days (whether or not consecutive) in the aggregate in any 90-day period and up to 90 days (whether or not consecutive) in the aggregate in any 12-month period (a “Suspension Period”) if the Board of Directors of the Company determines that pending corporate developments, public filings with the Commission or other events constitute a valid business purpose for suspension of the Shelf Registration Statement; provided that the Company shall promptly notify the Electing Holders when the Shelf Registration Statement may once again be used or such amendment or supplement, is effective. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the 180th day after the Closing Date, and notwithstanding any postponement of the Company’s obligations pursuant to comply in all material respects with the applicable requirements second proviso of the second sentence of Section 2(b) or (ii) any Shelf Registration Statement required by Section 2(b) is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 7(d) of the Securities Act; and (ii) not to contain any untrue Act suspending the effectiveness of such registration statement or the Company shall otherwise prevent holders of a material fact or omit to state a material fact required to be stated therein or necessary in order to make Registrable Securities from making sales under the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period Statement (other than because pursuant to a Suspension Period in accordance with the last sentence of Section 2(b)) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) or (ii), a “Registration Failure” and each period during which a Registration Failure has occurred and is continuing, a “Registration Failure Period”), then, as liquidated damages for such Registration Failure, subject to the provisions of Section 8(b), the Company will make pro rata payments to each holder of Registrable Securities, as liquidated damages and not as a penalty (“Special Dividends”), in an amount equal to .25% of the aggregate value of the shares of Registrable Securities (based on the Per Share Price) held by such holder, for each 30-calendar day period (or pro rata portion thereof) following a Registration Failure until such failure is cured; provided, that the maximum aggregate amount of Special Dividends payable to all holders of Registrable Shares registered thereunder Securities shall have been sold pursuant thereto not exceed .50% of the aggregate value of all shares of Registrable Securities issued on the Closing Date (based on the Per Share Price). Special Dividends shall be paid to record holders of Registrable Securities on the third Business Day after the one month anniversary of each Registration Failure (the “Special Dividend Payment Date”) to each record holder that holds Registrable Securities on the Special Dividend Payment Date. (d) The Company shall take such commercially reasonable actions necessary or shall have otherwise ceased advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated. (e) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time; and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) The Company shall use commercially reasonable efforts to cause the Registrable Shares)Securities to be listed on the New York Stock Exchange. If the Common Stock is not listed on the New York Stock Exchange, the Company shall use its best commercially reasonable efforts to obtain cause the prompt withdrawal Registrable Securities to be listed or quoted on whichever market or exchange its Common Stock is then primarily traded, upon effectiveness of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statement.

Registration Under the Securities Act. 2.1 (a) The Company Issuer agrees to file under use its reasonable best efforts to cause the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, covering resales of the Registrable Shares it owns on such filing date, Securities pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees to use its best efforts to cause the Initial Shelf Registration Statement Commission to become or be declared effective as soon as possible under the Securities Act within 180 days after the filing of the Initial Shelf Registration Statement Closing Date and to keep the Initial such Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request until each of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by the Shelf Registration Statement ceases to be a prior Registrable Security (the “Effective Period”). Except with respect to certain registration rights granted to (i) Xxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx and the Xxxxxxx Xxxxxxx Xxxx Trust Estate (the “Xxxx Family Trust”) under the Stockholders’ Agreement dated as of June 5, 1997 among the Issuer (formerly HV Marine Services, Inc.), Xxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx and certain other shareholders (the “Shareholders’ Agreement”) and (ii) each of AIG-FP Structured Finance (Cayman) Limited, Bear, Xxxxxxx International Limited and Xxxxxxxxx International Limited (each a “Dealer” and together, the “Dealers”) under letter agreements dated as of November 7, 2006 between each of the Dealers and the Company (the “Letter Agreements”), the Issuer’s securityholders (other than Holders of Registrable Securities) shall not have the right to include any of the Issuer’s securities in the Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 (b) The Company Issuer further agrees that it shall cause each the Shelf Registration Statement and the related Prospectus, Prospectus and any amendment or supplement thereto, as of the effective date of such the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; Act and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in the light of the circumstances under which they were made) not misleading, and the Issuer agrees to furnish to the Holders of the Registrable Securities copies of any supplement or amendment upon the request of any such Holder prior to its being used or promptly following its filing with the Commission; provided, however, that the Issuer shall have no obligation to deliver to Holders of Registrable Securities copies of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Issuer’s website. If any the Shelf Registration Statement, as amended or supplemented from time to time, Statement ceases to be effective for any reason at any time during an the Effective Period (other than because all Registrable Shares Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable SharesSecurities), the Company Issuer shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager (c) Each Holder of Registrable Securities agrees that if it such Holder wishes to sell Registrable Shares Securities pursuant to a the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.32(c) and Section 3(b). The Manager agrees Not less than thirty (30) calendar days prior to deliver the expected effective time of the Shelf Registration Statement, the Issuer shall give notice to each of the Holders of its intention to file the Shelf Registration Statement, together with a Notice and Questionnaire, in the same manner as it would give notice to the Holders under the Indenture. No Holder shall be entitled to be named as a form selling securityholder in the Shelf Registration Statement as of the effective time, and no Holder shall be entitled to use the Prospectus for resales of Registrable Securities at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to the Issuer by the deadline for response set forth therein; provided, however, Holders shall have at least 28 calendar days from the date on which the Notice and Questionnaire is attached first given to such Holders to return a completed and signed Notice and Questionnaire to the Issuer. After the effective time, the Issuer shall, upon the request of any Holder that is not then a Notice Holder, promptly send a Notice and Questionnaire to such Holder. The Issuer shall not be required to take any action to name such Holder as Schedule 1 a selling securityholder in the Shelf Registration Statement or to enable such Holder to use the Prospectus for resales of Registrable Securities (i) until such Holder has returned a completed and signed Notice and Questionnaire to the Issuer by the deadline for response set in compliance with this Agreement Section 2(c) or (ii) the use of the Prospectus has been suspended pursuant to Section 3(b). From and after the date the Shelf Registration Statement becomes effective, the Issuer shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within thirty (30) days after the date of receipt of such Notice and Questionnaire, or if the use of the Prospectus has been suspended by the Issuer under Section 3(b) hereof at the time of receipt of the Notice and Questionnaire, within thirty (30) days after the expiration of the period during which the use of the Prospectus is suspended: (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Issuer shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable. Notwithstanding the foregoing, the Issuer shall not be required to file more than one post-effective amendment to the Shelf Registration Statement or supplement to the related Prospectus during any calendar quarter; (ii) unless such copy is available on the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”), upon request provide such Holder copies of any documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i). (d) If any of the following events (any such event a “Registration Default”) shall occur, then additional interest (the “Notice Additional Interest”) shall become payable by the Issuer and Questionnaire”the Guarantors, jointly and severally, to Holders in respect of the Notes as follows: (i) if the Shelf Registration Statement does not become effective with the Commission within 180 days following the Closing Date, then commencing on the 181st day after the Closing Date, Additional Interest shall accrue on the principal amount of the outstanding Notes at a rate of 0.25% per annum for the first 90 days following such 181st day and at a rate of 0.50% per annum thereafter; or (ii) if the Shelf Registration Statement becomes effective but such Shelf Registration Statement ceases to be effective at any time during the Effective Period (other than pursuant to Section 3(b) hereof), then commencing on the day such Shelf Registration Statement ceases to be effective, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first 90 days following such date on which the Shelf Registration Statement ceases to be effective and at a rate of 0.50% per annum thereafter; or (iii) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(b) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period (and again on the first day of any subsequent Deferral Period during such period), Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first 90 days and at a rate of 0.50% per annum thereafter; provided, however, that the Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable under more than one clause above, but at a rate of 0.25% per annum under one clause and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum; provided further, however, that (1) upon the effectiveness of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (ii) above), (3) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(b) to be exceeded (in the case of clause (iii) above), (4) upon the termination of certain transfer restrictions on the Securities as a result of the application of Rule 144(k) or any successor provision or (5) for any period after the second anniversary from the Closing Date, Additional Interest on the Notes as a result of such clause, as the case may be, shall cease to accrue. Additional Interest on the Notes, if any, will be payable in cash on November 15 and May 15 of each year (an “Additional Interest Payment Date”) to holders of record of outstanding Notes at the close of business on November 1 or May 1, as the case may be, immediately preceding the relevant Additional Interest Payment Date, in the same manner and subject to the Company at least ten (10) Business Days prior same terms as other interest is payable on the Notes pursuant to the filing Indenture. Following the cure of all Registration Defaults requiring the payment of Additional Interest to the Holders of Securities pursuant to this Section, the accrual of such Additional Interest will cease (without in any way limiting the effect of any Shelf subsequent Registration StatementDefault requiring the payment of Additional Interest). The Issuer shall notify the Trustee immediately upon the happening of each and every Registration Default. The Trustee shall be entitled, on behalf of Holders of Securities, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest. Notwithstanding the foregoing, the parties agree that no Additional Interest or other additional amounts shall be payable in respect of any Shares that are Registrable Securities that bear the legend set forth in the section entitled “Transfer Restrictions” in the Offering Memorandum and, except as set forth in the following sentence, the sole remedy for a violation of the terms of this Agreement with respect to which additional monetary amounts are expressly provided shall be as set forth in this Section 2(d). Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement.

Registration Under the Securities Act. 2.1 14.1 The Company agrees to file under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requestsOffering, a Shelf Registration Statement (the “"Initial Shelf Registration Statement”") providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing dateShares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees to use its best reasonable efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as reasonably possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2Period. So For so long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments and in order that the Manager may have not been previously registered pursuant hereto and sell the Registrable Shares it purchases, following the effectiveness of the Initial Shelf Registration Statement, or Subsequent Shelf Registration Statement (defined below), as the case may be, but prior to the termination of the Effective Period of the Initial Shelf Registration Statement, or Subsequent Shelf Registration Statement (defined below), as the case may be, the Company agrees, upon request of the Manager, agrees to use its best reasonable efforts to file one or more subsequent Shelf Registration Statements (each, a “"Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement") providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such of the Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best reasonable efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as reasonably possible after the filing termination of the Effective Period of the previous Subsequent Shelf Registration Statement and to keep Statement. At the Subsequent time each Shelf Registration Statement continuously effective throughout is declared effective, the Effective Period subject Manager, on or prior to Section 4.2. The Manager the date [twenty (20)] Business Days prior to such time of effectiveness, shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 14.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, Prospectus and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in the light of the circumstances under which they were made) not misleading, and the Company agrees to furnish to the Manager copies of any supplement or amendment prior to its being used or promptly following its filing with the Commission. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 14.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statement2.

Registration Under the Securities Act. 2.1 (a) The Company agrees shall use its commercially reasonable efforts to file under the Securities Act, cause to be filed as soon as reasonably possible practicable, and in any event no later than 45 days after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requestsClosing Date, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and sale of all the sale on a continuous or delayed basis (including through brokers and dealers) Registrable Securities by the Manager, of Holders thereof and to have such Shelf Registration Statement become effective no later than 105 days after the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionClosing Date. The Company agrees to use its best commercially reasonable efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout until one year after the Effective Period subject to Section 4.2. So long as Closing Date or such shorter period that will terminate when all the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior the Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, Statement have been sold pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month periodStatement (the “Shelf Effectiveness Period”). The Company further agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become supplement or be declared effective as soon as possible after amend the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use its commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with any registration pursuant to this Section 2. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such a Holder’s Registrable Securities pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. (d) Without limiting the remedies available to the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2(a) hereof. (e) At least 15 Business Days prior to the filing thereof, the Company will give notice of its intention to file the Shelf Registration Statement to the Holders in the same manner as the Company would give notice to permit the Manager holders of the Securities under the Warrant Agreement. Each Holder of Registrable Securities agrees to deliver a Notice and Questionnaire and such information as the Company may reasonably request in writing, if any, to the Company at least five Business Days prior to the anticipated effective date of the Shelf Registration Statement as so notified by the Company. If a Holder does not deliver a Notice and Questionnaire and provide the information the Company may reasonably request, that Holder will not be named as a selling securityholder in the Prospectus and will not be permitted to purchasers sell its securities under the Shelf Registration Statement. From and after the effective date of Registrable Shares the Shelf Registration Statement, the Company shall use commercially reasonable efforts, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in accordance with any event within five Business Days after such date, (i) if required by applicable law. 2.2 The , to file with the Commission a post-effective amendment to the Shelf Registration Statement; and, if the Company further agrees shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; or to prepare and, if permitted or required by applicable law, to file a supplement to the related Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that it shall cause each the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as so that such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided that the Company shall not be required to file a supplement or post-effective date amendment during any period contemplated by Section 3(c); (ii) provide such Holder, upon request, copies of such Shelf Registration Statement or such amendment or supplement, (iany documents filed pursuant to Section 2(e)(i) to comply in all material respects with the applicable requirements of the Securities Acthereof; and (iiiii) not notify such Holder as promptly as practicable after the effectiveness under the Act of any post-effective amendment filed pursuant to contain any untrue statement of Section 2(e)(i) hereof; provided that if such Notice and Questionnaire is delivered during a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Sharesperiod contemplated by Section 3(c), the Company shall use its best efforts to obtain so inform the prompt withdrawal Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only such period in accordance with this Section 2.3. 3(i) hereof. (f) The Manager agrees Company shall comply with all applicable rules and regulations of the SEC and shall make generally available to deliver its securityholders an earnings statement satisfying the provisions of Section 11(a) and Rule 158 of the Securities Act (in either case, or such longer period as permitted by the SEC pursuant to Rule 12b-25 promulgated under the Exchange Act) no later than 45 days after the end of a Notice and Questionnaire12-month period (or 90 days, if such period is a form fiscal year) beginning with the first month of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to Company’s first fiscal quarter commencing after the Company at least ten (10) Business Days prior to effective date of the filing of any Shelf Registration Statement. (g) The Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus. (h) As soon as practicable after the first anniversary of the last date on which any of the Securities are originally issued, the Company shall remove any restricted legends on the Securities or any Ordinary Shares issued upon exercise of the Securities and shall notify each Holder of the removal of such legend.

Registration Under the Securities Act. 2.1 (a) The Company agrees to shall file under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) shelf” registration statement providing for the registrationregistration of, and the sale resale on a continuous or delayed basis (including through brokers and dealers) by the Managerby, each Electing Holder of all of the Registrable Shares it owns on Securities then held by such filing dateElecting Holder, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionCommission (each such filing, the “Shelf Registration” and each such registration statement, the “Shelf Registration Statement”), as follows: (x) with respect to the Purchased Shares, the Company shall file a Shelf Registration Statement no later than the Closing Date (as defined in the Purchase Agreement), (y) with respect to the Price Protection Shares, if applicable, the Company shall file a Shelf Registration Statement no later than five (5) Business Days after the date of issuance of the Price Protection Shares (such filing date, the “Price Protection Share Filing Date”) and (z) with respect to the Option Shares, if applicable, the Company shall file a Shelf Registration Statement no later than five (5) Business Days after the date of issuance of the Option Shares (such filing date, the “Option Share Filing Date”). The Company agrees to use its reasonable best efforts to cause the Initial each Shelf Registration Statement to become or be declared effective as soon as possible after the filing within sixty (60) days of the Initial applicable Shelf Registration Statement and filing deadline described above and, subject to Section 3(d), to keep the Initial each Shelf Registration Statement continuously effective throughout for 180 days following the Effective Period subject to Section 4.2. So long Closing Date, the Price Protection Share Filing Date, or the Option Share Filing Date, as applicable; provided, that in the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments event that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, shall not be freely distributable pursuant to Rule 415 144 at any time between the applicable 180-day anniversary and the date that is 365 days following the Closing Date, the Price Protection Share Filing Date, or any similar rule that may be adopted by the Commission; providedOption Share Filing Date, howeveras applicable, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent applicable Shelf Registration Statement continuously effective throughout until the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers earlier of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) such time as all Registrable Securities become freely distributable pursuant to comply in all material respects with the applicable requirements of the Securities Act; Rule 144 and (ii) not to contain any untrue statement the date that is 365 days following the Closing Date, the Price Protection Share Filing Date, or the Option Share Filing Date, as applicable. After the Effective Time of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during promptly upon the request of an Effective Period (other than because all Eligible Person holding Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares)Securities that is not then an Electing Holder, the Company shall use its best efforts to obtain take any action reasonably necessary to enable such holder to use the prompt withdrawal prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any order suspending action necessary to identify such holder as a selling securityholder in the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement Statement; provided, however, that such Eligible Person must return a completed and related Prospectus, it will do so only signed Notice and Questionnaire to the Company in accordance with this Section 2.3Agreement. The Manager Company further agrees to deliver a Notice promptly supplement or make amendments to the Shelf Registration Statement, including, without limitation, any post-effective amendments, as and Questionnairewhen required by the rules, a regulations or instructions applicable to the registration form of which is attached used by the Company for any such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration. (b) The Company shall use its best efforts to take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as Schedule 1 to this Agreement (the “Notice and Questionnaire”)contemplated in Section 2(a) hereof, and, to the Company at least ten extent the Shelf Registration Statement is not effective upon filing with the Commission, to submit to the Commission, within two (102) Business Days prior to after the filing Company learns that no review of any the Shelf Registration Statement will be made by the staff of the Commission or that the staff has no further comments on the Shelf Registration Statement, as the case may be, a request for acceleration of effectiveness (or post-effective amendment, if applicable) of the Shelf Registration Statement to a time and date not later than 48 hours after the submission of such request. (c) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. Any reference herein to a prospectus as of any time shall include any supplement thereto, preliminary prospectus, or any free writing prospectus in respect thereof.

Registration Under the Securities Act. 2.1 (a) The Company agrees Company, the Guarantors and the Controlling Shareholders agree to file under the Securities Act, Act as soon promptly as reasonably possible practicable but in any event within 90 days after the first anniversary latter of (x) the closing of Closing Date and (y) the Offering or, with respect date on which the Company becomes eligible to so file (the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time latter date hereinafter being referred to as the Manager reasonably requests“Eligibility Date”), a Shelf Registration Statement (the “Initial Shelf Registration Statement”) shelf registration statement providing for the registrationregistration of, and the sale on a continuous or delayed basis (including through brokers and dealers) by the ManagerHolders of, all of the Registrable Shares it owns on such filing dateSecurities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees Company, the Guarantors and the Controlling Shareholders agree to use its best their reasonable efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible within 180 days after the filing of the Initial Shelf Registration Statement Eligibility Date and to keep the Initial such Shelf Registration Statement continuously effective throughout until such time as there are no longer any Registrable Securities outstanding (the “Effective Period subject Period”). Without prejudice to Section 4.2. So long any registration rights, existing as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Managerdate hereof, held by the Company’s securityholders or the Guarantors’ securityholders with respect to use its best efforts the Company’s securities or the Guarantors’ securities, respectively, none of the Company’s securityholders or the Guarantors’ securityholders (other than Holders of Registrable Securities) shall have the right to file one include any of the Company’s securities or more subsequent Shelf Registration Statements (each, a “Subsequent the Guarantors’ securities in the Shelf Registration Statement”. (b) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for The Company, the registration, Guarantors and the sale on a continuous or delayed basis (including through brokers and dealers) by Controlling Shareholders further agree that they shall cause the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in the light of the circumstances under which they were made) not misleading, and the Company, the Guarantors and the Controlling Shareholders agree to furnish to the Holders of the Registrable Securities copies of any supplement or amendment prior to its being used or promptly following its filing with the Commission; provided, however, that the Company shall have no obligation to deliver to Holders of Registrable Securities copies of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Company’s website. If any the Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an the Effective Period (other than because all Registrable Shares Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable SharesSecurities), the Company Company, the Guarantors and the Controlling Shareholders shall use its their reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager (c) Each Holder of Registrable Securities agrees that if it such Holder wishes to sell Registrable Shares Securities pursuant to a the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.32(c) and Section 4(b). The Manager agrees to deliver From and after the date the Shelf Registration Statement is declared or becomes effective, the Company, the Guarantors and the Controlling Shareholders shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within fifteen (15) days after the date of receipt of such Notice and Questionnaire, or if the use of the Prospectus has been suspended by the Company under Section 4(b) hereof at the time of receipt of the Notice and Questionnaire, fifteen (15) days after the expiration of the period during which the use of the Prospectus is suspended: (i) if required by applicable law, file with the Commission a form post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of which the Registrable Securities in accordance with applicable law and, if the Company, the Guarantors and the Controlling Shareholders shall file a post-effective amendment to the Shelf Registration Statement, use their reasonable efforts to cause such post-effective amendment to be declared or to otherwise become effective under the Securities Act as promptly as is attached practicable. Notwithstanding the foregoing, the Company, the Guarantors and the Controlling Shareholders shall not be required to file more than one post-effective amendment to the Shelf Registration Statement or supplement to the related Prospectus during any thirty (30) day period; (ii) provide such Holder copies of any documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as Schedule 1 promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, the Company, the Guarantors and the Controlling Shareholders shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Agreement Section 2(c) (whether or not such Holder was a Notice Holder at the time the Shelf Registration Statement was declared or otherwise became effective) shall be named as a selling securityholder in the Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(c). (d) If any of the following events (any such event a “Registration Default”) shall occur, then additional interest (the “Notice Additional Interest”) shall become payable jointly and Questionnaire”severally by the Company, the Guarantors and the Controlling Shareholders to Holders in respect of the Notes as follows: (i) if the Shelf Registration Statement is not filed with the Commission within 90 days following the Eligibility Date, then commencing on the 91st day after the Eligibility Date, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first 90 days following such 91st day and at a rate of 0.50% per annum thereafter; or (ii) if the Shelf Registration Statement is not declared effective and does not otherwise become effective within 180 days following the Eligibility Date, then commencing on the 181st day after the Eligibility Date, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first 90 days following such 181st day and at a rate of 0.50% per annum thereafter; or (iii) if the Company, the Guarantors and the Controlling Shareholders have failed to perform their obligations set forth in Section 2(c) hereof within the time periods required therein, then commencing on the first day after the date by which the Company, the Guarantors and the Controlling Shareholders were required to perform such obligations, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first 90 days and at a rate of 0.50% per annum thereafter; (iv) if the Shelf Registration Statement has been declared effective or has otherwise become effective but such Shelf Registration Statement ceases to be effective at any time during the Effective Period (other than pursuant to Section 4(b) hereof), then commencing on the day such Shelf Registration Statement ceases to be effective, Additional Interest shall accrue on the Company principal amount of the outstanding Notes that are Registrable Securities at least ten a rate of 0.25% per annum for the first 90 days following such date on which the Shelf Registration Statement ceases to be effective and at a rate of 0.50% per annum thereafter; or (10v) Business Days if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 4(b) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period (and again on the first day of any subsequent Deferral Period during such period), Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first 90 days and at a rate of 0.50% per annum thereafter; provided, however, that the Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable under more than one clause above, but at a rate of 0.25% per annum under one clause and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum; provided further, however, that (1) upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), (3) upon the performance by the Company, the Guarantors and the Controlling Shareholders of their obligations set forth in Section 2(c) hereof within the time periods required therein (in the case of clause (iii) above), (4) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iv) above), (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 4(b) to be exceeded (in the case of clause (v) above) or (6) upon the termination of certain transfer restrictions on the Securities as a result of the application of Rule 144(k) or any successor provision, Additional Interest on the Notes as a result of such clause, as the case may be, shall cease to accrue. Additional Interest on the Notes, if any, will be payable in cash on June 1 and December 1 of each year (the “Additional Interest Payment Date”) to holders of record of outstanding Notes that are Registrable Securities on each preceding May 18 and November 17; provided that any Additional Interest accrued with respect to any Notes or portion thereof called for redemption on a redemption date or converted into Shares on a conversion date prior to the filing Registration Default shall, in any such event, be paid instead to the Holder who submitted such Notes or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Following the cure of all Registration Defaults requiring the payment of Additional Interest to the Holders of Notes that are Registrable Securities pursuant to this Section, the accrual of Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest). The Company shall notify the Trustee promptly upon the happening of each and every Registration Default. The Trustee shall be entitled, on behalf of Holders of Securities, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which additional monetary amounts are expressly provided shall be as set forth in this Section 2(d). Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. (e) A Shelf Registration StatementStatement pursuant to this Section 2 will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

Registration Under the Securities Act. 2.1 (a) The Company agrees shall use its commercially reasonable efforts to file under the Securities Act, cause to be filed as soon as reasonably possible practicable, and in any event no later than 60 days after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requestsClosing Date, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and sale of all the sale on a continuous or delayed basis (including through brokers and dealers) Registrable Securities by the Manager, of Holders thereof and to have such Shelf Registration Statement become effective no later than 120 days after the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionClosing Date. The Company agrees to use its best commercially reasonable efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request until all of the Manager, Ordinary Shares issued upon conversion of the Notes cease to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include be Registrable Securities covered by a prior (the “Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month periodEffectiveness Period”). The Company further agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become supplement or be declared effective as soon as possible after amend the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use its commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with any registration pursuant to this Section 2. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such a manner Holder’s Registrable Securities pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. (d) Without limiting the remedies available to permit the Manager Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2(a) hereof. (e) At least 15 Business Days prior to the filing thereof, the Company will give notice of its intention to file the Shelf Registration Statement to the Holders. Each Holder of Registrable Securities agrees to deliver a Notice and Questionnaire and such information as the Company may reasonably request in writing, if any, to the Company at least five Business Days prior to the anticipated effective date of the Shelf Registration Statement as so notified by the Company. If a Holder does not deliver a Notice and Questionnaire and provide the information the Company may reasonably request, that Holder will not be named as a selling securityholder in the Prospectus and will not be permitted to purchasers sell its securities under the Shelf Registration Statement. From and after the effective date of Registrable Shares the Shelf Registration Statement, the Company shall use commercially reasonable efforts, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in accordance with any event within five Business Days after such date, (i) if required by applicable law. 2.2 The , to file with the Commission a post-effective amendment to the Shelf Registration Statement; and, if the Company further agrees shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; or to prepare and, if permitted or required by applicable law, to file a supplement to the related Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that it shall cause each the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as so that such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided that the Company shall not be required to file a supplement or post-effective date amendment during any period contemplated by Section 3(c); (ii) provide such Holder, upon request, copies of such Shelf Registration Statement or such amendment or supplement, (iany documents filed pursuant to Section 2(e)(i) to comply in all material respects with the applicable requirements of the Securities Acthereof; and (iiiii) not notify such Holder as promptly as practicable after the effectiveness under the Act of any post-effective amendment filed pursuant to contain any untrue statement of Section 2(e)(i) hereof; provided that if such Notice and Questionnaire is delivered during a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Sharesperiod contemplated by Section 3(c), the Company shall use its best efforts to obtain so inform the prompt withdrawal Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only such period in accordance with this Section 2.3. 3(i) hereof. (f) The Manager agrees Company shall comply with all applicable rules and regulations of the SEC and shall make generally available to deliver its securityholders an earnings statement satisfying the provisions of Section 11(a) and Rule 158 of the Securities Act (in either case, or such longer period as permitted by the SEC pursuant to Rule 12b-25 promulgated under the Exchange Act) no later than 45 days after the end of a Notice and Questionnaire12-month period (or 90 days, if such period is a form fiscal year) beginning with the first month of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to Company’s first fiscal quarter commencing after the Company at least ten (10) Business Days prior to effective date of the filing of any Shelf Registration Statement. (g) The Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus. (h) As soon as practicable after the first anniversary of the date on which Ordinary Shares are issued upon conversion of the Notes, the Company shall, by written instruction to the transfer agent for the Ordinary Shares, remove any restrictive legends on such Ordinary Shares issued upon exercise of the Notes and shall notify the applicable Holder of the removal of such legend.

Registration Under the Securities Act. 2.1 (a) The Company agrees shall prepare and, as soon as practicable, but in no event later than twenty (20) days following the Closing Date, file with the Commission a Registration Statement on the appropriate form under the Securities Act (as shall be selected by the Company) relating to file the resale of all of the Registrable Securities by the Purchasers from time to time on a delayed and continuous basis pursuant to Rule 415 under the Securities Act, and pursuant to any method or combination of methods legally available (including, without limitation, an underwritten offering, a direct sale to Purchasers or a sale through brokers or agents, which may include sales over the internet). The Company shall use its commercially reasonable best efforts, subject to receipt of necessary information from the Purchasers, to have the Registration Statement declared effective by the Commission as soon as reasonably possible practicable and in any event within ninety (90) days after the first anniversary initial filing of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration StatementEffectiveness Deadline”) providing for ). In the registration, and event that the sale on a continuous or delayed basis (including through brokers and dealers) by Commission notifies the Manager, Company that not all of the Registrable Shares it owns on such filing date, Securities may be registered for resale pursuant to Rule 415 or any similar rule that may be adopted a Registration Statement on the form used by the Commission. The Company agrees to use its best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares)Company, the Company shall use its commercially reasonable best efforts to obtain register, and have declared effective, the prompt withdrawal maximum percentage of Registrable Securities permitted to be included on such Registration Statement (distributed pro rata among the holders of the Registrable Securities on the basis of the number of Registrable Securities owned by such holders), and as soon as practicable thereafter, to register the additional Registrable Securities on such additional Registration Statements as may be required to register the resale of all of the Registrable Securities. By 9:30 a.m. on the Business Day immediately following the Effective Date of the applicable Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. In no event shall the Company include securities other than Registrable Securities on any order suspending Registration Statement filed pursuant to this Section 2 without the effectiveness thereofprior written consent of the Required Holders. The Company shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Registration Period. 2.3 The Manager agrees that if it wishes (b) Notwithstanding anything to sell Registrable Shares the contrary contained in this Agreement, in the event the Commission seeks to characterize any offering pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company, or in any other manner, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities participating therein (the or as otherwise may be acceptable to each such holder) without being named therein as an “Notice and Questionnaire”), to underwriter,” then the Company at least ten shall reduce the number of shares to be included in such Registration Statement until such time as the Commission shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall first reduce or eliminate the shares to be included by any Person other than a holder of Registrable Securities (10) Business Days if such shares were permitted to be initially included by the Required Holders). If, following such reduction, such characterization still exists, the Company shall then reduce the number of shares to be included by all holders of Registrable Securities on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such holder). In no event shall a Purchaser be required to be named as an “underwriter” in a Registration Statement without such Purchaser’s prior to the filing of any Shelf Registration Statementwritten consent.

Registration Under the Securities Act. 2.1 The Company agrees to file under (a) To the Securities Act, as soon as reasonably possible after the first anniversary extent not prohibited by any applicable law or applicable interpretation of the closing staff of the Offering orCommission, the Company shall prepare and file or cause to be prepared and filed with respect to the offer and sale Commission within forty-five (45) days of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement Closing Date (the “Initial Shelf Registration StatementFiling Deadline”) a “shelf” registration statement providing for the registrationregistration of, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Managerholders of, all of the Registrable Shares it owns on such filing dateSecurities, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionCommission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company agrees to use its reasonable best efforts (x) to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible by the Commission no later than one-hundred eighty (180) days after the filing of Closing Date (the Initial Shelf Registration Statement and “Effectiveness Deadline”) and, except as otherwise provided for herein, to keep the Initial such Shelf Registration Statement continuously effective throughout for a period ending on the Effective Period subject to Section 4.2. So long as earlier of (i) the Manager holds date when all of the Registrable Shares or can be reasonably foreseen to acquire Registrable Shares Securities have been sold pursuant to future Management Fee Investments that have not been previously registered pursuant hereto Rule 144 or the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”, (ii) the expiration of the holding period under Rule 144(k) under the Securities Act, or any successor provision, (which may include iii) such time as there are no longer any Registrable Securities covered by a prior Shelf Registration Statementoutstanding or (iv) providing for two (2) years (the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission“Effectiveness Period”); provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take such reasonable action to make such filings with the Commission as could enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(c)(iii) hereof or obligate the Company to take such action until receipt of a completed and signed Notice and Questionnaire. The Company further agrees to use its reasonable best efforts to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. Notwithstanding anything to the contrary contained herein, subject to applicable law, neither the Company nor any of its subsidiaries or affiliates shall disclose the name of any Holders in any filing, announcement, release or otherwise without the prior written consent of the applicable Holder. The receipt of a Notice and Questionnaire shall be considered a valid consent for the purposes of this Section 2. (b) In the event that (i) the Company has not filed the Shelf Registration Statement on or before the Filing Deadline, or (ii) such Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the Effectiveness Deadline, or (iii) the Company delays the effectiveness of the Shelf Registration Statement or suspends the right of any holder to sell Registrable Securities under an effective Shelf Registration Statement except as permitted herein, or (iv) any Shelf Registration Statement is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued by the Commission pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such Shelf Registration Statement, except as otherwise provided for herein, without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, in addition to the provisions of Section 8(a), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Registrable Securities that are Notes at a per annum rate of 1.00% for the first ninety (90) days of the Registration Default Period and at a per annum rate of 1.50% thereafter for the remaining portion of the Registration Default Period, which such period shall not extend past the Effectiveness Period. All accrued Special Interest shall be paid in cash by Holding on each Interest Payment Date (as defined in the Indenture). Following the cure any such Registration Default, the accrual of Special Interest related thereto shall cease. If a holder has exchanged some or all of its Notes into Underlying Common Stock, the holder will not be entitled to receive any Special Interest with respect to such Underlying Common Stock, cash paid in lieu of Underlying Common Stock or the principal amount of the Notes that have been so exchanged. (c) The Company shall use its reasonable best efforts to take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (e) Notwithstanding anything to the contrary contained in this Agreement, the Company shall have the right to delay the effectiveness of the Shelf Registration Statement or to suspend the right of any holder to sell Registrable Securities under an effective Registration Statement, during two (2) periods aggregating to not be obligated to file more than four sixty (460) such subsequent Shelf Registration Statements days in any twelve-month period. The period (a “Blackout Period”) if the Company agrees reasonably determines that the offering of any Registrable Securities by any holder of Registrable Securities would require disclosure of material information as to use its which disclosure at that time would not be in the best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing interest of the Subsequent Shelf Registration Statement Company and its stockholders. Upon notice by the Company to the holders of Registrable Securities of such determination (a “Blocking Notice”), which notice shall contain no material non-public information, such holders agree to (a) keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder fact of any such notice, and any information contained in such Shelf Registration Statement and notice, strictly confidential, (b) promptly halt any offer, sale, trading or transfer by such holders of any Registrable Securities for the related Prospectus duration of the Blackout Period set forth in such a manner as to permit notice (or until earlier terminated by the Manager to deliver such Prospectus to purchasers Company in writing) and (c) promptly halt any use, publication, dissemination or distribution of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause any registration statement, each Shelf Registration Statement and the related Prospectusprospectus included therein, and any amendment or supplement thereto, as thereto for the duration of the effective date Blackout Period set forth in such notice (or until earlier terminated by the Company in writing). Delivery of such a Blocking Notice and the related suspension of any Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement occurrence of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Blackout Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form the terms of which is attached as Schedule 1 to this Agreement (and not in excess of the “Notice Blackout Period shall not constitute a default under this Agreement and Questionnaire”), shall not create any obligation to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statementpay Special Interest pursuant hereto.

Registration Under the Securities Act. 2.1 (a) The Company agrees to shall file under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering orpracticable upon becoming eligible to use a Form S-3 Registration Statement, with respect to the offer and sale of the Formation Sharesbut in no event later than July 31, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests2007, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) shelf” registration statement providing for the registrationregistration of, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Managerholders of, all of the Registrable Shares it owns on such filing dateSecurities, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionCommission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company agrees to use its reasonable best efforts (x) to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible no later than 60 days after the filing of the Initial applicable Shelf Registration Statement and filing deadline described above and, subject to Section 3(d), to keep the Initial such Shelf Registration Statement continuously effective throughout for a period ending on the earlier of the second anniversary of the Effective Period subject to Section 4.2. So long Time or such time as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include there are no longer any Registrable Securities covered by a prior Shelf Registration Statement) providing for the registrationoutstanding, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company no holder shall not be obligated entitled to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder securityholder in such the Shelf Registration Statement and or to use the related Prospectus in such prospectus forming a manner as to permit the Manager to deliver such Prospectus to purchasers part thereof for resales of Registrable Shares Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with applicable law. 2.2 Section 3(a)(iii) hereof; provided further that each holder shall promptly furnish additional information required to be disclosed in order to make information previously furnished to the Company by such holder not misleading. The Company further agrees that it shall cause each to supplement or make amendments to the Shelf Registration Statement and the related ProspectusStatement, and including without limitation, any amendment or supplement theretopost effective amendments, as of and when required by the effective date of rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or such amendment by the Securities Act or supplement, (irules and regulations thereunder for shelf registration. To the extent the Company is required to file a prospectus under Rule 424(b) to comply in all material respects with the applicable requirements of the Securities Act; , it shall file such prospectus on the third business day following the Effective Time. In the event that the Company and (ii) not one or more of the Purchasers agree that it would be advisable to contain any untrue statement delay the registration of a material fact portion of the Securities, the Company shall file a subsequent Shelf Registration Statement covering such portion of the Securities at a time which shall be mutually agreed by the Company and such Purchasers. Such Shelf Registration Statement shall be subject to all of the terms and provisions of this Registration Rights Agreement, except for the initial filing deadline described above. (b) The Company shall use all reasonable best efforts to take all actions necessary or omit to state a material fact required advisable to be stated therein or necessary taken by it to ensure that the transactions contemplated herein are effected as so contemplated in order Section 2(a) hereof, and to make submit to the statements therein (in Commission, within two business days after the case Company learns that no review of the related Prospectus, in light Shelf Registration Statement will be made by the staff of the circumstances under which they were made) not misleading. If any Commission or that the staff has no further comments on the Shelf Registration Statement, as amended the case may be, a request for acceleration of effectiveness (or supplemented from time to timepost effective amendment, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), if applicable) of the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement to a time and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees date not later than 48 hours after the submission of such request. (c) Any reference herein to deliver a Notice and Questionnaire, a form of which is attached registration statement or prospectus as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statementtime shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. Any reference to a prospectus as of any time shall include any supplement thereto, preliminary prospectus, or any free writing prospectus in respect thereof.

Registration Under the Securities Act. 2.1 (a) The Company agrees to shall file under the Securities Act, as soon as reasonably possible Act no later than 30 days after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, Bridge Loan Maturity Date a Shelf Registration Statement (the “Initial Shelf Registration Statement”) "shelf" registration statement providing for the registrationregistration of, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Managerholders of, all of the Registrable Shares it owns on such filing dateSecurities, pursuant to Rule 415 or any similar rule that may be adopted by the CommissionCommission (such filing, the "SHELF REGISTRATION" and such registration statement, the "SHELF REGISTRATION STATEMENT"). The Company agrees to use its best all commercially reasonable efforts (x) to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible no later than 120 days after the filing of the Initial such Shelf Registration Statement is filed and to keep the Initial such Shelf Registration Statement continuously effective throughout for a period ending on the earlier of the second anniversary of the Effective Period subject Time or such time as there are no longer any Registrable Securities outstanding (such period being referred to Section 4.2. So long herein as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees"EFFECTIVENESS PERIOD"), upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company shall not be obligated to file more than four (4in accordance with Section 3(c)(iii) such subsequent Shelf Registration Statements in any twelve-month periodhereof. The Company further agrees to use its best efforts supplement or make amendments to cause each Subsequent the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (b) In the event that (i) the Company has not filed the Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a), or (ii) such Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective as soon as possible after the filing of the Subsequent pursuant to Section 2(a), or (iii) any Shelf Registration Statement required by Section 2(a) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to keep an effective stop order issued pursuant to Section 8(d) of the Subsequent Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iii), a "REGISTRATION DEFAULT" and each period during which a Registration Default has occurred and is continuing, a "REGISTRATION DEFAULT PERIOD"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest ("SPECIAL INTEREST"), in addition to the Base Interest, shall accrue on the Securities and Loans, as the case may be, then outstanding at a per annum rate of 0.50% for the first 90 days of the Registration Default Period, at a per annum rate of 1.00% for the second 90 days of the Registration Default Period, at a per annum rate of 1.50% for the third 90 days of the Registration Default Period and at a per annum rate of 2.00% thereafter for the remaining portion of the Registration Default Period. In addition, in the event that during the Effectiveness Period (i) the Shelf Registration Statement continuously effective throughout ceases to be effective, (ii) the Effective Period subject Company suspends the use of the Prospectus pursuant to Section 4.2. The Manager shall be named as a selling security holder in such 3(c)(viii)(F) and Section 3(d) hereof or (iii) the Holders are otherwise prevented or restricted by the Company from effecting sales pursuant to the Shelf Registration Statement and (an "EFFECTIVENESS FAILURE") for more than 30 days, whether or not consecutive, in any 90-day period, or for more than 90 days, whether or not consecutive, during any 12-month period, then Special Interest in addition to the related Prospectus in such Base Interest shall accrue on the Registrable Securities then outstanding, at a manner as to permit per annum rate of 0.50% from the Manager to deliver such Prospectus to purchasers 31st day of Registrable Shares in accordance with the applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and 90-day period or the related Prospectus, and any amendment or supplement thereto91st day of the applicable 12-month period, as the case may be, that any such Effectiveness Failure has existed until the earlier of (1) the effective date of such time that Electing Holders are again able resell Registrable Securities sales under the Shelf Registration Statement or such amendment (2) the expiration of the Effectiveness Period. Subject to section 2(c), accrued Special Interest shall be payable in cash on each day on which interest is otherwise payable with respect to the Loans or supplementSecurities, as the case may be. (c) To the extent that any Special Interest, together with the Base Interest, would cause the per annum rate of interest on any Security or Loan to exceed 18.0%, then the Company shall have the option to (i) to comply in all material respects with the applicable requirements capitalize that portion of the Securities Act; interest payment representing interest (including Special Interest) in excess of 18.0% and adding it to the aggregate principal amount of outstanding Loans in accordance with Section 2.7(b) of the Credit Agreement or (ii) not issue additional Securities to contain any untrue statement the holder of a material fact or omit such Securities in an amount equal to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case portion of the related Prospectus, interest payment representing interest (including Special Interest) in light excess of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only 18.0% in accordance with Section 4.01 of the Exchange Note Indenture, as the case may be. Notwithstanding anything to the contrary in this Section 2.3. 2, in no event will the Special Interest, together with the Base Interest, exceed 20.0%. (d) The Manager agrees Company shall take, and shall cause the Guarantors to deliver take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) hereof. (e) Any reference herein to a Notice and Questionnaire, a form of which is attached registration statement as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statementtime shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. 2.1 (a) To the extent there are any Registrable Securities outstanding 366 days after the Issue Date (which determination shall be made in the reasonable good faith judgment of the Issuer), the Escrow Issuer, the Company and the Guarantors shall use their reasonable best efforts to cause to be filed a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Issuer as is contemplated by Section 3(b) hereof. In addition, the Holders of Registrable Securities are required to reasonably cooperate with the Escrow Issuer, the Company and the Guarantors in identifying and distinguishing the Registrable Securities from the Securities that are not Registrable Securities in order to be entitled to payment of additional interest, if any, which shall be paid in the same manner with respect to record dates and payment dates as regular interest on the Registrable Securities. The Escrow Issuer and, upon the execution and delivery of the Registration Rights Agreement Joinder by the Company agrees and the Guarantors, the Company and the Guarantors agree to file use their reasonable best efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Escrow Issuer and, upon the execution and delivery of the Registration Rights Agreement Joinder by the Company and the Guarantors, the Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Escrow Issuer and, upon the execution and delivery of the Registration Rights Agreement Joinder by the Company and the Guarantors, the Company and the Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Escrow Issuer, the Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act, as soon as reasonably possible . If the Shelf Registration Statement is not declared effective or does not become effective on or before the date that is 420 days after the first anniversary Issue Date (the “Target Registration Date”), the interest rate on the Registrable Securities will be increased by 0.25% per annum. This increase in the interest rate will (A) end upon the earlier of (i) the effectiveness of the closing of Shelf Registration or (ii) the Offering orSecurities ceasing to be Registrable Securities, and (B) be the sole monetary remedy against the Escrow Issuer, the Company and the Guarantors with respect to the offer and sale a breach of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, this Agreement including a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees to use its best efforts failure to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible by the SEC. Notwithstanding anything to the contrary, only Holders that possess Registrable Securities 370 days after the filing Issue Date will have any rights to such increase or otherwise under this Agreement. Such additional interest shall be paid in the same manner as regular interest under the Indenture. (d) Without limiting the remedies available to the Initial Purchasers and the Holders, the Escrow Issuer and, upon the execution and delivery of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto Rights Agreement Joinder by the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares)Guarantors, the Company shall use its best efforts and the Guarantors acknowledge that any failure by the Escrow Issuer, the Company or the Guarantors to obtain comply with their obligations under Section 2(a) hereof may result in material irreparable injury to the prompt withdrawal Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any order suspending such failure, the effectiveness thereofInitial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Escrow Issuer’s, the Company’s and the Guarantors’ obligations under Section 2(a) hereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statement.

Registration Under the Securities Act. 2.1 The Company agrees to file under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”i) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees to use its reasonable best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after no later than the filing of 190th calendar day following the Initial Shelf Registration Statement Closing Date and (ii) subject to Section 3(b), the Company agrees to use its reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long until such time as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include there are no longer any Registrable Securities covered by a prior Shelf Registration Statement) providing for outstanding (the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission“Effective Period”); provided, however, that the Company shall not be obligated Company’s obligation to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent file, have declared effective or maintain effectiveness of the Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as suspended to the extent that the Registrable Securities are eligible to be sold by a selling security holder Person that is not affiliated with the Company without any volume or manner of sale restrictions pursuant to Rule 144 (or any other similar provision then in such Shelf Registration Statement force (other than Rule 144A)) and no additional Interest shall accrue during any period the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable lawCompany’s obligation has been so suspended. 2.2 (b) The Company further agrees that it shall cause each the Shelf Registration Statement and the related Prospectus, Prospectus and any amendment or supplement thereto, as of the effective date of such the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in the light of the circumstances under which they were made) not misleading, and the Company agrees to furnish to the Holders of the Registrable Securities copies of any supplement or amendment prior to its being used or promptly following its filing with the Commission; provided, however, that the Company shall have no obligation to deliver to Holders of Registrable Securities copies of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Company’s website. If any the Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an the Effective Period (other than because all Registrable Shares Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable SharesSecurities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager (c) Each Holder of Registrable Securities agrees that if it such Xxxxxx wishes to sell Registrable Shares Securities pursuant to a the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.32(c) and Section 3(b). The Manager agrees to deliver From and after the date the Shelf Registration Statement is declared or becomes effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within fifteen (15) calendar days after the date of receipt of such Notice and Questionnaire, or if the use of the Prospectus has been suspended by the Company under Section 3(b) at the time of receipt of the Notice and Questionnaire, fifteen (15) calendar days after the expiration of the period during which the use of the Prospectus is suspended: (i) if required by applicable law, file with the Commission a form post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of which the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared or to otherwise become effective under the Securities Act as promptly as is attached practicable. Notwithstanding the foregoing, the Company shall not be required to file more than two post-effective amendments to the Shelf Registration Statement or three supplements to the related Prospectus during any calendar quarter; (ii) provide such Holder copies of any documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as Schedule 1 promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(b). Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Agreement Section 2(c) (whether or not such Holder was a Notice Holder at the time the Shelf Registration Statement was declared or otherwise became effective) shall be named as a selling securityholder in the Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(c). (d) If any of the following events (any such event a “Registration Default”) shall occur, then additional interest (the “Notice Additional Interest”) shall become payable by the Company to Holders in respect of the Notes as follows: (i) if the Shelf Registration Statement is not declared effective and Questionnaire”does not otherwise become effective within one hundred ninety (190) calendar days following the Closing Date, then commencing on the one hundred ninety-first (191st) calendar day after the Closing Date, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first ninety (90) calendar days following such one hundred ninety-first (191st) calendar day and at a rate of 0.50% per annum thereafter; or (ii) if the Company has failed to perform its obligations set forth in Section 2(c) within the time periods required therein, then commencing on the first day after the date by which the Company were required to perform such obligations, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first ninety (90) calendar days and at a rate of 0.50% per annum thereafter; or (iii) if the Shelf Registration Statement has been declared effective or has otherwise become effective but such Shelf Registration Statement ceases to be effective at any time during the Effective Period (other than pursuant to Section 3(b)), then commencing on the day such Shelf Registration Statement ceases to be effective, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first ninety (90) calendar days following such date on which the Shelf Registration Statement ceases to be effective and at a rate of 0.50% per annum thereafter; or (iv) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(b), then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period (and again on the first day of any subsequent Deferral Period during such period), Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first ninety (90) calendar days and at a rate of 0.50% per annum thereafter; provided, however, that the Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable under more than one clause above, but at a rate of 0.25% per annum under one clause and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum; provided further, however, that (1) upon the effectiveness of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the performance by the Company of its obligations set forth in Section 2(c) within the time periods required therein (in the case of clause (ii) above), (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(b) to be exceeded (in the case of clause (iv) above), (5) upon the first anniversary of the last date of original issuance of the Notes, Additional Interest on the Notes as a result of such clause, as the case may be, shall cease to accrue. Additional Interest on the Notes, if any, will be payable in cash in accordance with the provisions of the Indenture governing the payment of interest on the Notes. Following the cure of all Registration Defaults requiring the payment of Additional Interest to the Company at least ten Holders of Notes that are Registrable Securities pursuant to this Section 2, the accrual of Additional Interest will cease (10) Business Days prior to without in any way limiting the filing effect of any subsequent Registration Default requiring the payment of Additional Interest). Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to Holders of Shares issued upon conversion of Notes. The Company shall notify the Trustee immediately upon the happening of each and every Registration Default. The Trustee shall be entitled, on behalf of Holders of Securities, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which additional monetary amounts are expressly provided shall be as set forth in this Section 2(d). Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. (e) A Shelf Registration StatementStatement pursuant to this Section 2 will not be deemed to have become effective unless it has been declared effective by the Commission or is automatically effective upon filing with the Commission as provided by Rule 462 under the Securities Act.

Registration Under the Securities Act. 2.1 (a) The Company agrees shall, at its expense (subject to Section 4 hereof), within 90 calendar days following the Closing Date, file under with the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, Commission a Registration Statement with respect to the offer Registrable Securities and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees to thereafter shall use its reasonable best efforts to cause the Initial Shelf such Registration Statement to become or be declared effective as soon as possible by the Commission under the Securities Act within 90 calendar days after the date of the filing of the Initial Shelf such Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject Statement. (b) Subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”2(e) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares)hereof, the Company shall use its reasonable best efforts to obtain keep the prompt withdrawal Registration Statement continuously effective under the Securities Act and usable by holders for resales of Registrable Securities for a period of two years from the Effective Time or such shorter period that will terminate upon the earlier of the following: (i) when there are no outstanding Registrable Securities and (ii) when, in the written opinion of independent counsel to the Company, all outstanding Registrable Securities held by persons that are not "affiliates" of the Company (as defined in Rule 144(a)(1) under the Securities Act) may be resold without registration under the Securities Act pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto) and the Company has removed all legends from the Registrable Securities restricting the transfer thereof (other than any Registrable Security held by an affiliate). The Company shall use its reasonable best efforts to file such amendments or supplements to the Registration Statement as are necessary or appropriate to discharge its obligations under the preceding sentence. (c) If at any time, the Securities, pursuant to Article Twelve of Indenture, are convertible into securities other than the Company's common stock, par value $.01 per share, together with the related Preferred Share Purchase Rights of the Company issuable with such shares, the Company shall, or shall cause any successor under the Indenture to, cause such securities to be included in the Registration Statement no later than the date on which the Securities may then be convertible into such securities. (d) The parties hereto agree that, notwithstanding the provisions of Section 9(b), the remedies provided for in Section 10.12 of the Indenture shall constitute the sole and exclusive remedy for any breach by the Company of its obligations under Section 2(a) hereof. (e) Notwithstanding anything to the contrary contained herein (including, without limitation, Section 2(b) hereof), the fact that any action or inaction on the part of the Company relating to the conduct of its business or the occurrence of any order suspending other event causes the effectiveness thereof. 2.3 The Manager agrees that if it wishes Registration Statement not to sell Registrable Shares be usable pursuant to Section 3(f) hereof or not to be effective shall not constitute a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form breach of which is attached as Schedule 1 to this Agreement by the Company, provided that the foregoing shall not limit (a) the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statement.Company's obligation to

Registration Under the Securities Act. 2.1 (a) The Company agrees shall use its reasonable best efforts to file under the Securities Actcause to be filed, as soon as reasonably possible practicable after the first anniversary of Closing Date (and in no event later than the closing of 45th day following the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requestsClosing Date), a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and sale of all the sale on a continuous or delayed basis (including through brokers and dealers) Registrable Securities by the Manager, of the Registrable Shares it owns on Holders thereof and to use its reasonable best efforts to have such filing date, pursuant to Rule 415 or any similar rule that may be adopted Shelf Registration Statement declared effective by the CommissionSEC. The Company agrees to use its reasonable best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout until the Effective Period subject to Section 4.2. So long as earlier of (i) the Manager holds date on which no Registrable Shares Securities are held by a Holder or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto (ii) the Company agrees, upon request fifth anniversary of the Manager, to use its best efforts to file one or more subsequent date after which the Shelf Registration Statements (eachStatement is initially declared effective by the SEC, a “Subsequent provided that should the effectiveness of the Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Statement be suspended for any reason, the period of such suspension will not count for purposes of determining the fifth anniversary of the initial effective date, and such determination and calculation shall resume upon the Shelf Registration Statement) providing for Statement being deemed effective (the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period"Effectiveness Period"). The Company further agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become supplement or be declared effective as soon as possible after amend the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as if required by the rules, regulations or instructions applicable to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The registration form used by the Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of for such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of by the Securities Act; Act or by any other rules and (ii) not regulations thereunder for shelf registration or if reasonably requested by any Holder to contain any untrue statement include information with respect to such Holder to facilitate sales of a material fact or omit such Holder's Registrable Securities, and to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of cause any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes such amendment to sell Registrable Shares pursuant to a become effective and such Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3Prospectus to become usable as soon as thereafter practicable. The Manager Company agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company at least ten (10shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) Business Days prior hereof. Each Holder shall pay its pro-rata portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the filing sale or disposition of any such Holder's Registrable Securities pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. (d) Without limiting the remedies available to the Stockholders and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Stockholders or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Stockholders or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) hereof.

Registration Under the Securities Act. 2.1 a. The Company agrees shall, at its expense, subject to Sections 5.3(k) and 5.3(v) of the Combination Agreement, within 15 business days of the date upon which the Company receives the Revised MG Disclosure Letter (as defined in the Combination Agreement), file with the Commission a Registration Statement with respect to the Registrable Securities and thereafter shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission under the Securities Act prior to the Closing Date. b. Subject to Section 2(c) hereof, the Company shall use its reasonable best efforts, and will file such supplements or amendments to the Registration Statement as may be necessary or appropriate, to keep the Registration Statement continuously effective under the Securities Act and usable by holders for resales of Registrable Securities for so long as any of the Exchangeable Shares remain outstanding and not owned by the Company or any affiliate of the Company or, such shorter period that will terminate when, in the written opinion of Fulbright & Jawoxxxx X.X.P. or other independent counsel to the Company addressed to and delivered to the holders of Registrable Securities, all outstanding Registrable Securities may be sold without registration pursuant to Rules 144 and 145 under the Securities Act without regard to the volume limitations contained in Rules 144 and 145 (the "Effectiveness Period"). i. If the Company determines in its good faith judgment that the filing of any supplement or amendment to the Registration Statement to keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period and usable by holders for resales of Registrable Securities, would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would materially adversely affect the Company's ability to consummate a significant transaction, upon written notice of such determination by the Company to the holders of the Registrable Securities, the obligation of the Company to supplement or amend the Registration Statement (including any action contemplated by Section 3 hereof) will be suspended until the Company notifies the holders in writing that the reasons for suspension of such obligations on the part of the Company as set forth in this Section 2(c)(i) no longer exist; provided, however, that no such suspension shall be called by the Company during the 30 days following the publication of the consolidated results of operations of TMW, the TMW Subsidiaries, MG and the MG Subsidiaries as provided in Section 8.3(c) of the Combination Agreement nor shall any suspension last more than 45 consecutive days. If the Company calls a suspension, the Company shall not call another suspension for at least 45 days after the date on which the Company notifies the holders in writing as provided in the previous sentence that the reasons for the prior suspension no longer exist. ii. If the Company initiates and is in good faith pursuing an underwritten primary offering of equity securities (as defined in Rule 405 under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees to use its best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which primary offering may also include Registrable Securities covered by a prior Shelf Registration Statementsecondary sales of securities of the Company) providing for the registration, and the sale on a continuous or delayed basis registration statement (including through brokers and dealers) other than any registration by the ManagerCompany on Form S-8, or a successor or substantially similar form, of all such Registrable Sharesan employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to Rule 415 or any similar rule that may be adopted such plan), upon written notice thereof by the CommissionCompany to the holders the obligation of the Company to supplement or amend the Registration Statement shall be suspended during the period commencing on the effective date of the registration statement relating to such underwritten primary offering and ending 90 days thereafter; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall not cause each Shelf Registration Statement any such registration statement to become effective prior to or during the 30 days following the publication of the consolidated results of operations of the Company, the TMW Subsidiaries (as defined in the Combination Agreement), MG and the related Prospectus, and any amendment or supplement thereto, MG Subsidiaries (as defined in the Combination Agreement) as provided in Section 8.3(c) of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereofCombination Agreement. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statement.

Registration Under the Securities Act. 2.1 The Company agrees to file under (a) Upon the Securities Act, as soon as reasonably possible after written demand (the first anniversary "Shelf Demand") of the closing of the Offering or, with respect to the offer and sale of the Formation SharesRequired Holders, the Additional Initial Investment or any Management Fee InvestmentsObligors shall be required to file, at such earlier time as the Manager reasonably requestson up to three occasions, a Shelf Registration Statement (with the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, SEC to cover resales of the Registrable Shares it owns on such filing dateSecurities; provided that, pursuant to Rule 415 or any similar rule that may be adopted each Shelf Demand shall include Registrable Securities with an aggregate principal amount of no less than the lesser of (i) the aggregate principal amount of Registrable Securities held by the CommissionInitial Purchasers at such time and (ii) $50,000,000.00. The Company agrees to In that case, the Obligors will use its best their commercially reasonable efforts to (a) file the Shelf Registration Statement within 75 days of receipt of the Shelf Demand, (b) cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible under the Securities Act by the 165th day after they receive the filing Shelf Demand and (c) maintain the effectiveness of the Initial Shelf Registration Statement and during the Shelf Effectiveness Period (defined below). The Obligors agree to use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective throughout until the Effective Period subject to Section 4.2. So long as earliest of (i) two years from the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto date the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements Statement is declared effective under the Securities Act or (each, a “Subsequent Shelf Registration Statement”ii) (which may include such shorter period that will terminate when all the Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement have been sold pursuant to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep (the Subsequent "Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2Effectiveness Period"). The Manager shall be named as a selling security holder in such Obligors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus in such a manner as if required by the rules, regulations or instructions applicable to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and registration form used by the related Prospectus, and any amendment or supplement thereto, as of the effective date of Obligors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; become effective and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a such Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3Prospectus to become usable as soon as thereafter practicable. The Manager agrees Obligors agree to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), furnish to the Company at least ten (10) Business Days prior Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. The Shelf Registration Statement may cover any securities of the Obligors in addition to the filing Registrable Securities. (b) The Obligors shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of any such Holder's Registrable Securities pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. (d) Without limiting the remedies available to the Holders, the Obligors acknowledge that any failure by the Obligors to comply with their obligations under Section 2(a) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Holders may obtain such relief as may be required to specifically enforce the Obligors' obligations under Section 2(a) hereof.

Registration Under the Securities Act. 2.1 (a) The Company Issuer agrees to use commercially reasonable efforts to file with the Commission under the Securities Act, Act as soon promptly as reasonably possible practicable but in any event on or prior to the 120th day after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation SharesClosing Date one or more "shelf" registration statements (collectively, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a "Shelf Registration Statement (the “Initial Shelf Registration Statement”Registration") on an appropriate form providing for the registrationregistration of, and the sale on a continuous or delayed basis (including through brokers and dealers) by the ManagerHolders of, all of the Registrable Shares it owns on such filing dateSecurities, pursuant to Rule 415 or any similar rule that may be adopted by under the CommissionSecurities Act. The Company Issuer agrees to use its best commercially reasonable efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible under the Securities Act no later than 180 days after the filing of the Initial Shelf Registration Statement Closing Date and to keep the Initial such Shelf Registration Statement continuously effective throughout for a period ending on the Effective Period subject to Section 4.2. So long as earliest of (i) the Manager holds Registrable Shares or time when all the Securities registered under the Shelf Registration can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have sold by Persons who are not been previously registered pursuant hereto the Company agrees, upon request affiliates of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, Issuer pursuant to Rule 415 144(k), (ii) the second anniversary of the Closing Date, (iii) the date on which all Securities registered under the Shelf Registration are disposed of in accordance therewith, and (iv) the date upon which there are no longer any Registrable Securities outstanding (the earliest date on which any such event occurs being the "Termination Date"). The Issuer agrees to give notice to the Holders of all of the Registrable Securities of the filing and effectiveness of the Shelf Registration. The Issuer further agrees to supplement or any similar rule that may be adopted make amendments to the Shelf Registration, as and when required by the Commission; providedrules, however, that regulations or instructions applicable to the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in registration form used for such Shelf Registration Statement or by the Securities Act and the related Prospectus in Issuer agrees to furnish to the Notice Holders of the Registrable Securities copies of any such a manner as supplement or amendment prior to permit its being used or promptly following its filing with the Manager to deliver such Prospectus to purchasers Commission. (b) Each Holder of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it such Holder wishes to sell Registrable Shares Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.32(b) and Section 3(g). The Manager Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration and related Prospectus agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), Questionnaire to the Company Issuer at least ten three (103) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration. From and after the Effective Time, the Issuer shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five (5) Business Days after such date, (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Notice Holder is named as a selling security Holder in the Shelf Registration and the related Prospectus and so that such Notice Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Issuer shall file a post-effective amendment to the Shelf Registration, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(b)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Issuer shall so inform the Notice Holder and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(g). Notwithstanding anything contained herein to the contrary, the Issuer shall be under no obligation to name any Holder that is not a Notice Holder as a selling security Holder in any Shelf Registration or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(b) (whether or not such Holder was a Notice Holder at the time the Shelf Registration was declared effective) shall be named as a selling security Holder in the Shelf Registration or related Prospectus in accordance with the requirements of this Section 2(b). (c) If any of the following events (any such event a "Registration Default") shall occur, then the Issuer shall pay liquidated damages (the "Registration Default Damages") to the Holders in respect of the Registrable Securities as follows: (i) if the Shelf Registration is not filed with the Commission on or prior to the 120th day following the Closing Date, then commencing on the 121st day after the Closing Date, Registration Default Damages shall accrue on the Applicable Principal Amount of any outstanding Notes that are Registrable Securities and the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 120 days from and including such 121st day and 0.5% per annum thereafter; or (ii) if the Shelf Registration is filed but not declared effective by the Commission on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the Applicable Principal Amount of any outstanding Notes that are Registrable Securities and the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 120 days from and including such 181st day and 0.5% per annum thereafter; or (iii) if the Shelf Registration has been declared effective but such Shelf Registration ceases to be effective (other than pursuant to Section 3(g) hereof) at any time prior to the Termination Date, then commencing on the day such Shelf Registration ceases to be effective, Registration Default Damages shall accrue on the Applicable Principal Amount of any outstanding Notes that are Registrable Securities and the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 120 days from and including such date on which the Shelf Registration ceases to be effective and 0.5% per annum thereafter; or (iv) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(g) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Applicable Principal Amount of any outstanding Notes that are Registrable Securities and the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 120 days from and including such date and 0.5% per annum thereafter; provided, however, that (1) upon the filing of the Shelf Registration (in the case of clause (i) above), (2) upon the effectiveness of the Shelf Registration (in the case of clause (ii) above), (3) upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of clause (iii) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(g) to be exceeded (in the case of clause (iv) above) or (5) upon the Termination Date, Registration Default Damages on all Securities shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then capable of being sold under an effective Shelf Registration Statement, no Registration Default Damages shall accrue on such Registrable Security. Registration Default Damages shall constitute the sole monetary damages with respect to any matters covered in this Section 2(c). (d) Any reference herein to a registration statement shall be deemed to include any document incorporated therein by reference as of the applicable Effective Time and any reference herein to any post-effective amendment to a registration statement shall be deemed to include any document incorporated therein by reference as of a time after such Effective Time. (e) Notwithstanding any other provision of this Agreement, any Holder of Registrable Securities who does not comply with the provisions of Section 3(d), if applicable, shall not be entitled to receive Registration Default Damages unless and until such Holder complies with the provisions of Section 3(d), as applicable. (f) Any amounts of Registration Default Damages due pursuant to Section 2(c) will be payable in cash semi-annually on each February 7 and August 7 (each a "Damages Payment Date"), commencing with the first such date occurring after any such Registration Default Damages commences to accrue, to Holders of record on the January 23 or July 23 next preceding such Damages Payment Date with respect to Notes that are Registrable Securities or with respect to outstanding Shares that are Registrable Securities. The amount of Registration Default Damages for Registrable Securities will be determined on the basis of a 360-day year comprised of twelve 30-day months.

Registration Under the Securities Act. 2.1 (a) The Company Issuer agrees to use commercially reasonable efforts to file under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, covering resales of the Registrable Shares it owns on such filing date, Securities pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees to use its best efforts Commission with the Commission within 120 days after the Closing Date and to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible under the Securities Act within 210 days after the filing of the Initial Shelf Registration Statement Closing Date and to keep the Initial such Shelf Registration Statement continuously effective throughout the Effective Period effective, subject to Section 4.2. So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees3(b), upon request until each of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by the Shelf Registration Statement ceases to be a prior Registrable Security (the "EFFECTIVE PERIOD"). The Issuer's securityholders (other than Holders of Registrable Securities) shall not have the right to include any of the securities of the Issuer in the Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission; provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2. The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. 2.2 (b) The Company Issuer further agrees that it shall cause each the Shelf Registration Statement and the related Prospectus, Prospectus and any amendment or supplement thereto, as of the effective date of such the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; Act and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in the light of the circumstances under which they were made) not misleading, and the Issuer agrees to furnish to the Holders of the Registrable Securities copies of any supplement or amendment upon the request of any such Holder prior to its being used or promptly following its filing with the Commission; provided, however, that the Issuer shall have no obligation to deliver to Holders of Registrable Securities copies of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Issuer's website. If any the Shelf Registration Statement, as amended or supplemented from time to time, Statement ceases to be effective for any reason at any time during an the Effective Period (other than because all Registrable Shares Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable SharesSecurities), the Company Issuer shall use its best commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager (c) Each Holder of Registrable Securities agrees that if it such Holder wishes to sell Registrable Shares Securities pursuant to a the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.32(c) and Section 3(b). The Manager agrees Not less than thirty (30) calendar days prior to deliver the expected effective time of the Shelf Registration Statement, the Issuer shall give notice to each of the Holders of its intention to file the Shelf Registration Statement, together with a Notice and Questionnaire, in the same manner as it would give notice to the Holders under the Indenture. No Holder shall be entitled to be named as a form selling securityholder in the Shelf Registration Statement as of the effective time, and no Holder shall be entitled to use the Prospectus for resales of Registrable Securities at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to the Issuer by the deadline for response set forth therein; provided, however, Holders shall have at least 28 calendar days from the date on which the Notice and Questionnaire is attached first given to such Holders to return a completed and signed Notice and Questionnaire to the Issuer. After the effective time, the Issuer shall, upon the request of any Holder that is not then a Notice Holder, promptly send a Notice and Questionnaire to such Holder. The Issuer shall not be required to take any action to name such Holder as Schedule 1 a selling securityholder in the Shelf Registration Statement or to enable such Holder to use the Prospectus for resales of Registrable Securities (i) until such Holder has returned a completed and signed Notice and Questionnaire to the Issuer by the deadline for response set in compliance with this Agreement Section 2(c) or (ii) if the “use of the Prospectus has been suspended pursuant to Section 3(b). From and after the date the Shelf Registration Statement becomes effective, the Issuer shall, as promptly as is practicable after the date a completed Notice and Questionnaire is received from a Holder, and in any event within thirty (30) days after the date of receipt of such Notice and Questionnaire”), or if the use of the Prospectus has been suspended by the Issuer under Section 3(b) hereof at the time of receipt of the Notice and Questionnaire, within thirty (30) days after the expiration of the period during which the use of the Prospectus is suspended: (i) if required by applicable law, file with the Commission a post-effective amendment to the Company at least ten (10) Business Days prior Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the filing related Prospectus or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of any the Registrable Securities in accordance with applicable law and, if the Issuer shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable. Notwithstanding the foregoing, the Issuer shall not be required to file more than one post-effective amendment to the Shelf Registration Statement or supplement to the related Prospectus during any calendar quarter; (ii) unless such copy is available on the Electronic Data Gathering Analysis and Retrieval System ("EDGAR"), upon request provide such Holder copies of any documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i). (d) If any of the following events (any such event a "REGISTRATION DEFAULT") shall occur, then additional interest ("ADDITIONAL INTEREST") shall become payable by the Issuer to Holders in respect of the Notes as follows: (i) if the Shelf Registration Statement does not become effective with the Commission within 210 days following the Closing Date, then commencing on the 211th day after the Closing Date, Additional Interest shall accrue on the principal amount of the outstanding Notes at a rate of 0.25% per annum for the first 90 days following such 211th day and at a rate of 0.50% per annum thereafter; or (ii) if the Shelf Registration Statement becomes effective but such Shelf Registration Statement ceases to be effective at any time during the Effective Period (other than pursuant to Section 3(b) hereof), then commencing on the day such Shelf Registration Statement ceases to be effective, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first 90 days following such date on which the Shelf Registration Statement ceases to be effective and at a rate of 0.50% per annum thereafter; or (iii) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(b) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period (and again on the first day of any subsequent Deferral Period during such period), Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first 90 days and at a rate of 0.50% per annum thereafter; provided, however, that the Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable under more than one clause above, but at a rate of 0.25% per annum under one clause and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum; provided further, however, that (1) upon the effectiveness of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (ii) above), (3) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(b) to be exceeded (in the case of clause (iii) above), (4) upon the termination of certain transfer restrictions on the Securities as a result of the application of Rule 144(k) or any successor provision or (5) for any period after the second anniversary from the Closing Date, Additional Interest on the Notes as a result of such clause, as the case may be, shall cease to accrue. Additional Interest will accrue from and including the date on which a Registration Default occurs but excluding the date on which all Registration Defaults have been cured as set forth above. Additional Interest on the Notes, if any, will be payable in cash on May 15 and November 15 of each year (an "ADDITIONAL INTEREST PAYMENT DATE") to holders of record of outstanding Notes at the close of business on May 1 or November 1, as the case may be, immediately preceding the relevant Additional Interest Payment Date, in the same manner and subject to the same terms as other interest is payable on the Notes pursuant to the Indenture. Following the cure of all Registration Defaults requiring the payment of Additional Interest to the Holders of Securities pursuant to this Section, the accrual of such Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest). The Issuer shall notify the Trustee immediately upon the happening of each and every Registration Default. The Trustee shall be entitled, on behalf of Holders of Securities, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest. Notwithstanding the foregoing, the parties agree that no Additional Interest or other additional amounts shall be payable in respect of any Shares that are Registrable Securities that bear the legend set forth in the section entitled "Transfer Restrictions" in the Offering Memorandum and, except as set forth in the following sentence, the sole remedy for a violation of the terms of this Agreement with respect to which additional monetary amounts are expressly provided shall be as set forth in this Section 2(d). Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement.