Common use of Request Clause in Contracts

Request. At any time following the Closing, the Investor may make a written request to the Company for the registration with the SEC under the Securities Act of all or part of the Shares, which request will specify the number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i), the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of the Shares that the Company has been so requested to register by the Investor, to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)) of the Shares to be registered; provided that, (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for trading.

Request. At Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time following or from time to time after the Closingexpiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 150 days from the date hereof (if the Shelf Registration fails to become effective) or the date on which the Shelf Registration ceases to be effective, as the case may be, and until the later of (x) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1998 or (y) the third anniversary hereof, the Investor may make a written request Holders, individually and jointly, of not less than 50% of the Registrable Securities (the "Initiating Holders") shall have the right to require the Company for to effect the registration with the SEC under the Securities Act of all or part of the SharesRegistrable Securities held by such Initiating Holders, which by delivering a written request will specify therefor to the Company specifying the number of Shares to be disposed shares of by the Investor Registrable Securities and the proposed plan intended method of distribution therefordistribution. Upon the receipt The Company shall promptly give written notice of any request for such requested registration made in accordance with the terms of this Section 7(a)(i)to all other Holders, and thereupon the Company will shall, as expeditiously as possible, use its reasonable best efforts to effect, at (A) effect the earliest practicable date, such registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Shares that Registrable Securities which the Company has been so requested to register by the InvestorInitiating Holders, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit the disposition (distribution in accordance with Section 7(a)(ii)) of the Shares to be registered; provided that, (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offeringset forth in the written request or requests delivered by the Selling Holders, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; and (CB) if requested by the Company has previously effected a registration pursuant to this Section 7(a)Selling Holders, then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as obtain acceleration of the effective date of the registration statement relating to such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingregistration.

Request. At Prior to the fifth anniversary of the Distribution, any time following the ClosingHolder(s) of Registrable Securities (collectively, the Investor may make a written “Initiating Holder”) shall have the right to request to that the Company for the registration file a Registration Statement with the SEC under on the Securities Act of appropriate registration form for all or part of the SharesRegistrable Securities held by such Holder, which by delivering a written request will specify thereof to the Company specifying the number of Shares shares of Registrable Securities such Holder wishes to be disposed register (a “Demand Registration”). The Company shall (i) within five days of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, and (ii) shall use its commercially reasonable efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the terms of this Section 7(a)(i), the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of the Shares that the Company has been so requested to register by the Investor, to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)) of the Shares to be registered; provided that, (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offeringset forth in the written request delivered by the Holder as expeditiously as possible, then and the Company will not be required shall use its commercially reasonable efforts to effect file such registration pursuant Registration Statement within 20 days of receipt of such request. The Company shall include in such Registration all Registrable Securities with respect to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if which the Company has previously effected a registration pursuant to this Section 7(a)receives, then within the Company will not be required to effect any registration pursuant to this Section 7(a10 days immediately following the receipt by the Holder(s) until a period of 180 days has elapsed such notice from the date on which Company, a request for inclusion in the registration from the Holder(s) thereof. Each such previous registration ceased to be effective; and (D) request from a Holder of Registrable Securities for inclusion in the Company will not be required to effect any registration pursuant to this Section 7(a) unless Registration shall also specify the Shares aggregate amount of Registrable Securities proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price registered. For purposes of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determinationclarification, the average Company can satisfy its obligation under this Section 2.1(a) to file a Registration Statement by filing a Shelf Registration Statement and can satisfy its obligation to complete a Demand Registration by filing a Prospectus under an effective Shelf Registration Statement that covers (i) the Registrable Securities requested by the Holders to be registered in accordance with this Section 2.1(a) and (ii) the plan of distribution requested by the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingparticipating Holders.

Request. At any time after ninety (90) days following the ClosingEffective Date, and from time to time thereafter prior to the Investor termination of the Company’s obligations hereunder pursuant to and in accordance with the terms of Section 17 hereof, any Holder (the “Initiating Holder”) may make a written request (the “Initiating Request”) to the Company for the registration with the SEC Commission under the Securities Act (on Form S-3 or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) of all or part of the SharesInitiating Holder’s Registrable Common Stock, which request will shall specify the number of Shares shares to be disposed of by the Investor and Initiating Holder, the proposed plan of distribution therefortherefor and whether or not a Shelf Registration Statement is being requested (subject to the conditions of Section 2(g)). Upon the receipt of any request Initiating Request for registration made in accordance with the terms of pursuant to this Section 7(a)(i2(a), the Company promptly shall notify in writing all other Holders of the receipt of such request and will use its commercially reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of of: (i) the Shares that Registrable Common Stock which the Company has been so requested to register by the InvestorInitiating Holder, and (ii) all other Registrable Common Stock which the Company has been requested to register by any other Holders by written request given to the Company within twenty (20) days after the giving of written notice by the Company to such other Holders of the Initiating Request (or ten (10) days if the Company states in such written notice or gives telephonic notice to such other Holders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) and (ii) such shorter period of time is required because of a planned filing date), all to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)2(c) hereof) of the Shares Registrable Common Stock to be so registered; provided provided, that, (A) the Company will shall not be required to effect more than two demand a total of three (3) registrations pursuant to this Section 7(a2(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing);all Holders, (B) if the intended method of distribution is an underwritten public offeringPublic Offering, then the Company will shall not be required to effect such registration pursuant to this Section 7(a2(a) unless such underwriting will shall be conducted on a “firm commitment” basis;, (C) if the Company has shall have previously effected a registration pursuant to this Section 7(a2(a), then the Company will shall not be required to effect any registration pursuant to this Section 7(a2(a) until a period of 180 one hundred eighty (180) days has shall have elapsed from the date on which the previous such previous registration ceased to be effective; and, (D) the Company will not any Selling Holder whose Registrable Common Stock was to be required to effect included in any such registration pursuant to this Section 7(a) unless 2(a), by written notice to the Shares proposed to be sold in Company, may withdraw such request, and the Company shall not effect such registration in the event that the Selling Holders that have an aggregate price (calculated based upon not elected to withdraw beneficially own, in the Market Price of such Shares as aggregate, less than the percentage of the date shares of such requestRegistrable Common Stock required to initiate a request under this Section 2(a), and (E) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, a Shelf Registration effected under this Section 2(a) shall comply with the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingprocedures set forth in Section 2(h).

Request. At any time From and after the one (1) year anniversary of the first day of the first full calendar month following the Closingdate of this Agreement and subject to Section 4.3, the Investor may make a upon written request to from a Requesting Investor requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of the SharesEligible Securities held by such Investor, which request will notice may be delivered at any time after such one (1) year anniversary and which notice shall specify the number intended method or methods of Shares to be disposed disposition of such Eligible Securities (the “Registration Request Notice”), unless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)Requesting Investor, the Company will use its reasonable best efforts to effect, at (as promptly as practicable) file the earliest practicable date, such appropriate registration statement under the Securities Act with the SEC and (as promptly as reasonably practicable, but in any event within 180 days of the Shares that the Company has been so requested such request) cause such registration statement to register be declared effective by the Investor, to the extent necessary SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, that: (a) if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of the most recent such previous registration, unless such earlier registration was pursuant to Section 3.1 and the Selling Investors in connection therewith were subjected to a cutback in accordance with Section 7(a)(ii3.1(e)) of the Shares to be registered; provided that,and (Ab) the Company will shall not be required to effect (i) more than two demand three (3) registrations pursuant to this Section 7(aArticle II in any calendar year or (ii) for the Investor (provided that, for the avoidance a registration of doubtEligible Securities, the six demand registrations permitted pursuant to Section 4.1(a)(A) fair market value of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted which on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, receipt by the average Company of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingRegistration Request Notice is less than $5,000,000.

Request. At any time following and from time to time after the Closingdate hereof, the Investor may make a written request to the Company for the registration with the SEC Commission under the Securities Act of all or part of the SharesInvestor’s Registrable Securities, which request will shall specify the number of Shares shares of Registrable Securities to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)paragraph, the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of the Shares that Registrable Securities which the Company has been so requested to register by the Investor, all to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)2.1(c) hereof) of the Shares Registrable Securities so to be registered; provided that,: (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offeringPublic Offering, then the Company will shall not be required to effect such registration pursuant to this Section 7(a2.1(a) unless such underwriting will shall be conducted on a “firm commitment” basis; (CB) if the Company has previously effected a registration pursuant to this Section 7(a)2.1(a) or Section 2.1(g) hereof, then the Company will shall not be required to effect any registration pursuant to this Section 7(a2.1(a) until a period of 180 days has shall have elapsed from the date on which such previous registration ceased to be effective; and; (DC) the Company will shall not be required to effect any registration to be effected pursuant to this Section 7(a2.1(a) unless the Shares shares of Registrable Securities proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares Registrable Securities as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination1,000,000; (D) if at the time a demand for registration is made under this Section 2.1(a), the average Company is a (1) “well-known seasoned issuer” (as defined in Rule 405 of the daily closing price Securities Act) or (2) eligible to use Form S-3 for primary offerings pursuant to General Instruction I.B.1 of such form, then in each case the Shares during Company’s obligation to file a registration statement under this Section 2.1(a) shall be deemed satisfied if there is a Form S-3 on file pursuant to which Investor shall be entitled to dispose of all its Registrable Securities that it has requested to register; and (E) the immediately preceding 30 days on which Company shall not be required to take any action pursuant to this Section 2.1 if it has previously filed and caused to remain effective for the national securities exchanges are open for tradingperiod required by Section 2.1(f) at least two registration statements.

Request. At any time following Upon the Closing, the Investor may make a written request to of a Holder (the "Initiating Holder") requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of such Holder's Registrable Securities and specifying the Shares, which request will specify the number intended method or methods of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)disposition thereof, the Company will promptly, but in any event within twenty (20) days, give written notice of such requested registration to all other Holders and thereupon will use its reasonable best efforts to effect, at effect the earliest practicable date, such registration under the Securities Act of of: (i) the Shares that Registrable Securities which the Company has been so requested to register by the InvestorInitiating Holder, for disposition in accordance with the intended method or methods of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered to the Company within twenty (20) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition of such Registrable Securities), all to the extent necessary requisite to permit the disposition (in accordance with Section 7(a)(ii)the intended methods thereof as aforesaid) of the Shares Registrable Securities so to be registered; , provided that, that (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will shall not be required to effect any registration pursuant to this Section 7(a2.1 prior to the date which is six (6) months after the Effective Time, (B) if the Company shall have previously effected a registration pursuant to this Section 2.1 or shall have previously effected a registration of which notice has been given to all Holders pursuant to Section 2.2 hereof, the Company shall 2 not be required to effect a registration pursuant to this Section 2.1 until a period of 180 days has six (6) months shall have elapsed from the effective date on which of the most recent such previous registration ceased to be effective; and and (DC) the Company will shall not be required to effect any registration pursuant to this Section 7(a2.1 on more than three (3) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingseparate occasions.

Request. At If at any time following any DLJ Entity or Marsh requests in writing (the Closing, requesting Person being referred to as the Investor may make a written request to "Initiating Stockholder") that the Company for effect the registration with the SEC under the Securities Act of all or part a specified number of the SharesRegistrable Securities held by it and specifying the intended method of disposition thereof, a copy of which request will specify (the number of Shares to "Company Notice") shall be disposed of sent by the Investor and Company to the proposed plan of distribution therefor. Upon other Persons entitled to request registration under this Section 2(a) that have not made such registration request (the receipt of any request for registration made "Other Stockholders"), the Company will, in accordance with the terms provisions of this Section 7(a)(i)2(c) hereof, the Company will use its commercially reasonable best efforts to effect, at effect the earliest practicable date, such registration under the Securities Act of the Shares that Registrable Securities which the Company has been so requested to register by the InvestorInitiating Stockholder and by any Other Stockholders, so long as such Other Stockholders have requested that such Registrable Securities be included in such registration within 10 days of the date of the Company Notice, for disposition in accordance with the intended method or methods of disposition stated in the request by the Initiating Stockholder, all to the extent necessary requisite to permit the disposition (in accordance with Section 7(a)(ii)the intended methods thereof as aforesaid) of the Shares Registrable Securities to be so registered; provided that, (A) that the Company will shall not be required to effect (A) more than two demand three registrations requested by the DLJ Entities pursuant to this Section 7(a2(a), (B) for more than two registrations requested by Marsh pursuant to this Section 2(a), (C) any registration under this Section 2(a) unless the Investor Registrable Securities requested to be included therein by the Initiating Stockholder, in the reasonable judgment of the Board exercised in good faith, have an aggregate fair market value of at least $25,000,000, unless the Registrable Securities requested to be included therein constitute all of the Registrable Securities then owned by the Initiating Stockholder (provided thatand, for in case of any DLJ Entity, all other DLJ Entities) or (D) any registration under this Section 2(a) prior to the avoidance earlier of doubt, the date that is six demand registrations permitted months after the effective date of the Company's most recent registration statement (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which Registrable Securities are to be or were sold pursuant to this Section 2(a) or the date that is three months after the effective date of the Company's most recent registration statement (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which the DLJ Entities or Marsh were entitled to request that Registrable Securities be sold pursuant to Section 4.1(a)(A2(b). Any request by an Initiating Stockholder pursuant to the first sentence of this Section 2(a) shall indicate that such Initiating Stockholder intends, in good faith, to dispose of all of the Investor Rights Agreement (Registrable Securities as defined belowto which a request is made pursuant to this Section 2(a) are inclusive of the foregoing); (B) if the intended method of distribution is pursuant to an underwritten public offering; provided that such intention shall not preclude a change to the plan of distribution to allow block trades, then it being understood that no such change may be made with the Company will not be required to effect intention of converting such registration into the functional equivalent of an "equity shelf." A request to register Registrable Securities pursuant to this Section 7(a2(a) unless that is made by any DLJ Entity or Xxxxx, as the case may be, in its capacity as an "Other Stockholder" shall not reduce the number of registrations available to such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration entity pursuant to paragraph (A) or (B), as the case may be, of this Section 7(a2(a)(i), then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for trading.

Request. At If (A) at any time following after the Closingearlier of (x) the ------- Initial Public Offering or (y) April 30, 2005, the Investor Quad-C Holders or the Skylark Holders, as the case may make a written be, hold in excess of ten (10%) percent of the outstanding Common Shares and the Quad-C Holders or the Skylark Holders, as the case may be, request to in writing that the Company for effect the registration with the SEC under the Securities Act of all or part of the Shares, which request will specify the number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i), the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of a specified number of the Registrable Securities held by the Quad-C Holders or the Skylark Holders, as the case may be, and specifying the intended method of disposition thereof, or (B) at any time after April 30, 2005, the Company has not effected the Initial Public Offering, Xxxxxx is not the Chief Executive Officer of the Company and the Xxxxxx Group and their Related Transferees continue to hold in excess of ten (10%) percent of the outstanding Common Shares and Xxxxxx requests in writing that the Company effect the registration of the Initial Public Offering under the Securities Act of a specified number of the Registrable Securities held by the Xxxxxx Group, and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 2(c) hereof, will use its best efforts to effect the registration under the Securities Act of: (A) the Registrable Securities held by the Quad-C Holders or the Skylark Holders, as the case may be, which the Company has been so requested to register for disposition in accordance with the intended method or methods of disposition stated in such request, and (B) all other Registrable Securities which the Company has been requested to register by the InvestorRequesting Holders by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent necessary requisite to permit the disposition (in accordance with Section 7(a)(ii)the intended methods thereof as aforesaid) of the Shares Registrable Securities so to be registered; provided that, (A) that the Company will shall not be -------- required (x) to effect a Long-Form Registration under this Section 2(a) unless the anticipated gross proceeds of the offering of all Registrable Securities to be included therein is at least $10,000,000, (y) to effect more than two demand registrations Long-Form Registrations at the request of each of the Quad-C Holders and the Skylark Holders; provided that no -------- Long-Form Registration will count as a Long-Form Registration unless the Quad-C Holders or the Skylark Holders, as the case may be, are able to register and sell at least 80% of the Registrable Securities requested to be included therein by either the Quad-C Holders or the Skylark Holders, as the case may be, or (z) to effect a Long-Form Registration under this Section 2(a) prior to the date that is six months after the effective date of the Company's most recent registration statement; provided that in the event the registration -------- requested by the Quad-C Holders or the Skylark Holders pursuant to this Section 7(a2(a)(i) for is the Investor (provided thatInitial Public Offering, for or in the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) event of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration requested by Xxxxxx pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a2(a)(i), then the Company will not be required to effect any registration pursuant to this provisions of Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as 4 of the date Shareholders Agreement shall be complied with and, to the extent such provisions are in conflict with the provisions of this Agreement, such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determinationprovisions shall control and the Quad-C Holders, the average Skylark Holders or Xxxxxx, as the case may be, shall have the rights and obligations of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for trading"Compelling Holder" thereunder.

Request. At Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time following or from time to time after the Closingexpiration of the Shelf Registration Period and until the fifth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 75 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 75 days from the date hereof (if the Shelf Registration fails to become effective) or the date on which the Shelf Registration ceases to be effective, as the case may be, and until the fifth anniversary hereof, the Investor may make a written request Holders, individually and jointly, of more than 10% of issued and outstanding shares of New Common Stock (the "Initiating Holders") shall have the right to require the Company for to effect the registration with the SEC under the Securities Act of all or part of the SharesRegistrable New Common Stock held by such Initiating Holders, which by delivering a written request will specify therefor to the Company specifying the number of Shares to be disposed shares of by the Investor Registrable New Common Stock and the proposed plan intended method of distribution therefordistribution. Upon the receipt The Company shall promptly give written notice of any request for such requested registration made in accordance with the terms of this Section 7(a)(i)to all other Holders, and thereupon the Company will shall, as expeditiously as possible, use its reasonable best efforts to effect, at (A) effect the earliest practicable date, such registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Shares that Registrable New Common Stock which the Company has been so requested to register by the InvestorInitiating Holders, and all other Registrable New Common Stock which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit the disposition (distribution in accordance with Section 7(a)(ii)) of the Shares to be registered; provided that, (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offeringset forth in the written request or requests delivered by the Selling Holders, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; and (CB) if requested by the Company has previously effected a registration pursuant to this Section 7(a)Initiating Holders, then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as obtain acceleration of the effective date of the registration statement relating to such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingregistration.

Request. At any time following and from time to time after the Closingexpiration of the Initial Registration Period, the Investor Requesting Holders may make a written request (the "Initiating Request") to the Company for the registration with the SEC Commission under the Securities Act of all or part of the Sharessuch Requesting Holders' Registrable Common Stock, which request will Initiating Request shall specify the number of Shares shares to be disposed of by the Investor such Requesting Holders and the proposed plan of distribution therefor. Upon the receipt of any request Initiating Request for registration made in accordance with the terms of pursuant to this Section 7(a)(i3(a), the Company promptly shall notify in writing all other Holders of the receipt of such request and will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of Act, including a Shelf Registration, if applicable, of (i) the Shares that Registrable Common Stock which the Company has been so requested to register by such Requesting Holder or Holders, and (ii) all other Registrable Common Stock which the InvestorCompany has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)6(c) hereof) of the Shares Registrable Common Stock so to be registered; provided provided, that, (A) the Company will shall not be required to effect more than two demand a total of four registrations pursuant to this Section 7(a) for the Investor 3 (provided that, for the avoidance of doubt, the six demand registrations permitted including a Shelf Registration effected pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing3(b);), (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has shall have previously effected a registration pursuant to this Section 7(a3(a) (including one registration effected pursuant to Section 3(b)) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof following the effectuation of a registration pursuant to this Section 3(a), then the Company will shall not be required to effect any registration or file a Registration Statement pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such registration is no longer required to be kept effective, it being agreed that the foregoing limitation shall in no event be applicable to the first Initiating Request pursuant to this Section 3(a), (C) any Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3, by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders holding a percentage of Registrable Common Stock, such that the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Common Stock to initiate a request under this Section 3, the Company shall not effect such registration, and (D) the Company shall not be required to effect any registration pursuant to this Section 7(a3(a) until a period unless at least 12.5% of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration shares of Common Stock issued pursuant to this Section 7(a) unless the Shares proposed Plan are to be sold included in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingregistration.

Request. At If at any time following the Closingafter March 31, 1998, the Investor Company does not make available to the Holders for any reason (other than an Excusable Reason) the Shelf Registration statement contemplated by Section 2 hereof, one or more Holders (the "Initiating Holders") may make a written request (the "Initiating Request") to the Company for the registration with the SEC Commission under the Securities Act of all or part of such Initiating Holders' Registrable Common Stock; provided, however, that such request shall be made by one or more Holders of at least 10% of the Sharesoutstanding shares of Registrable Common Stock, which request will shall specify the number of Shares shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request Initiating Request for registration made in accordance with the terms of pursuant to this Section 7(a)(i)paragraph, the Company promptly shall notify in writing all other Holders of the receipt of such request and will use its reasonable best efforts to effect, at the earliest practicable datepossible date (taking into account any delay that may result from any special audit required by applicable law), such registration under the Securities Act of Act, including a Shelf Registration (if then eligible), of (i) the Shares that Registrable Common Stock which the Company has been so requested to register by such Initiating Holder, and (ii) all other Registrable Common Stock which the InvestorCompany has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)3(b) hereof) of the Shares Registrable Common Stock so to be registered; provided provided, that, (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will shall not be required to effect such registration pursuant to this Section 7(a3(a) unless such underwriting will shall be conducted on a “"firm commitment” " basis;, (B) subject to the last sentence of Section 5 hereof, any Holder whose Registrable Common Stock was to be included in any such registration, by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders holding a percentage of Common Stock, such that the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Common Stock to initiate a request under this Section 3(a), the Company need not effect such registration, and (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will shall not be required to effect any registration to be effected pursuant to this Section 7(a3(a) until a period unless at least 10% of 180 days has elapsed from the date on which shares of Registrable Common Stock outstanding at the time of such previous registration ceased request is to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold included in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingregistration.

Request. At Subject to Article ----------------------- ------- II of the Amended and Restated Stockholders' Agreement, at any time following time, upon the Closing, the Investor may make a written request to of the holders of a majority of the Eligible Securities then outstanding requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of the Shares, which request will specify the a specified number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)Eligible Securities, the Company will shall promptly give written notice of such requested registration to all holders of Eligible Securities and thereupon the Company shall use its reasonable best efforts to effect, at effect the earliest practicable date, such registration under the Securities Act of the Shares that Eligible Securities which the Company has been so requested to register by the InvestorSelling Stockholders, to the extent necessary to permit the for disposition (for cash in accordance with Section 7(a)(ii)) the intended method or methods of disposition specified by the Selling Stockholders (which method of disposition shall be in accordance with the registration requirements of the Shares to be registered; United States securities laws), provided that, that (Ai) the Company will shall not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such -------- any registration pursuant to this Section 7(a) unless 1.1 if during the twelve-month period immediately preceding such underwriting will be conducted on a “firm commitment” basis; (C) if request for registration the Company has previously effected a registration pursuant to this Section 7(a1.1, (ii) subject to Section 1.1(g), then the Company will shall not be required to effect any registration pursuant to this Section 7(a) until 1.1 after seven registrations requested by holders of Eligible Securities pursuant to this Section 1.1 shall have been effected unless, as to no more than three additional registrations, the holders of a period majority of 180 days has elapsed the Eligible Securities then outstanding deliver at any time a notice to the effect that such holders agree to pay all Registration Expenses in connection with such additional three registrations; provided, however, that if the Company proposes -------- ------- to redeem pursuant to ARTICLE SIXTH, Section 2.2 of the Articles shares of Class A Stock from the date on Class A Holders in an amount in excess of 0.25% of the Voting Securities of the Company, and the Selling Stockholders sell such shares pursuant to Section 2.11 or 7.4 of the Amended and Restated Stockholders' Agreement in a registered offering pursuant to which the Selling Stockholders have exercised a demand registration right, such previous registration ceased shall not count toward the maximum number of registrations provided in this clause (ii) to be effective; and the proviso to Section 1.1(a), (Diii) the Company will shall not be obligated to cause any ------- special audit to be undertaken with any such registration, and (iv) the Company shall not be required to effect any registration requested by holders of Eligible Securities pursuant to this Section 7(a1.1 unless either (A) unless the Shares proposed aggregate market value of all Eligible Securities so requested to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of registered exceeds $200 million on the date of such requestdelivery of the request for registration based on the average closing price per share on the preceding ten Business Days of the Eligible Securities to be registered (the "Relevant Average Closing Price"), or (B) the registration relates to the sale of Post-Restructuring Series 3 PCS Shares and both (i) the aggregate market value of the Post-Restructuring Series 3 PCS Shares so requested to be registered exceeds $100 million on the date of delivery of the request for registration based on the Relevant Average Closing Price with respect to the Series 1 PCS Stock, and (ii) the registration involves at least the lesser of (x) Post-Restructuring Series 3 PCS Shares with an aggregate market value of at least $10,000,000. As used herein, “Market Price” means, 200 million on any the date of determination, the average delivery of the daily closing price request for registration based on the Relevant Average Closing Price with respect to the Series 1 PCS Stock, and (y) all of the Post-Restructuring Series 3 PCS Shares during owned by the immediately preceding 30 days on which the national securities exchanges are open for tradingClass A Holders.

Request. At any time following From and after the Closinginitial public offering of the Company's Common Stock, upon the written request of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of such Initiating Holders' Registrable Securities and specifying the intended method of disposition thereof, the Investor may make Company will promptly give written notice of such requested registration to the Stockholder Representative who shall notify any other holders of Registrable Securities of the proposed filing, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of the following: (a) the Registrable Securities which the Company has been requested to register by such Initiating Holders for disposition in accordance with the intended method of disposition stated in such request; (b) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the registration giving of such written notice by the Company; and (c) all shares of Common Stock which the Company may elect to register in connection with the SEC under the offering of Registrable Securities Act of pursuant to this Article II; all or part of the Shares, which request will specify the number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i), the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of the Shares that the Company has been so requested to register by the Investor, to the extent necessary requisite to permit the disposition (in accordance with Section 7(a)(ii)the intended method of disposition) of the Shares Registrable Securities and the additional shares of Common Stock, if any, to be registered; provided that, (A) provided, however, that the provisions of this Article II shall not require the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided thatone registration of Registrable Securities; and, for the avoidance of doubtprovided, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offeringfurther, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) that if the Company has previously effected is engaged in negotiations in respect of a registration pursuant to this Section 7(a)merger, then acquisition, combination or other business opportunity and in the good faith judgment of the Board of Directors of the Company will such transaction would be adversely affected by such registration, the Company shall be entitled to postpone the filing of such registration statement until such transaction would not be required to effect adversely affected by such filing but, in any registration pursuant to this Section 7(a) until event, for a period of not to exceed 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingdays.

Request. At any time From and after the one (1) year anniversary of the first day of the first full calendar month following the Closingdate of this Agreement and subject to Section 4.3, the Investor may make a upon written request to from a Requesting Investor requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of the SharesEligible Securities held by such Investor, which request will notice may be delivered at any time after such one (1) year anniversary and which notice shall specify the number intended method or methods of Shares to be disposed disposition of such Eligible Securities (the “Registration Request Notice”), unless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)Requesting Investor, the Company will use its reasonable best efforts to effect, at (as promptly as practicable) file the earliest practicable date, such appropriate registration statement under the Securities Act with the SEC and (as promptly as reasonably practicable, but in any event within 180 days of the Shares that the Company has been so requested such request) cause such registration statement to register be declared effective by the Investor, to the extent necessary SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, that: (a) if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Section 2.1 until a period of ninety (90) days shall have elapsed from the effective date of the most recent such previous registration, unless such earlier registration was pursuant to Section 3.1 and the Selling Investors in connection therewith were subjected to a cutback in accordance with Section 7(a)(ii3.1(e)) of the Shares to be registered; provided that,and (Ab) the Company will shall not be required to effect (i) more than two demand three (3) registrations pursuant to this Section 7(aArticle II in any calendar year or (ii) for the Investor (provided that, for the avoidance a registration of doubtEligible Securities, the six demand registrations permitted pursuant to Section 4.1(a)(A) fair market value of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted which on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, receipt by the average Company of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingRegistration Request Notice is less than $5,000,000.

Request. At Subject to the provisions of this SECTION 4.1, at any time following after the Closingfirst anniversary of the Effective Time, the Investor one or more Stockholders may make a written request to the Company registration for the registration with the SEC sale under the Securities Act of all or part of the Common Stock then held by them; PROVIDED, HOWEVER, that such Stockholders must request registration for sale of a number of shares which represents at least twenty-five percent (25%) of the total number of shares of Common Stock held by all Stockholders on the date of such request. (As used in SECTIONS 4.1 through 4.6 of this Agreement, the Common Stock held by a Stockholder shall be deemed to include Conversion Shares, ). Within fifteen (15) days after receipt by the Company of such request (which request will shall specify the number of Shares shares proposed to be disposed of by the Investor registered and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(isold), the Company will shall promptly give written notice to all other Stockholders of the proposed demand registration, and such other Stockholders shall have the right to join in such proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within fifteen (15) days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable, use its reasonable best efforts (i) to file with the SEC under the Act a registration statement on the appropriate form concerning all Common Stock specified in the demand request and all shares with respect to which the Company has received such written request from the other Stockholders and (ii) to cause such registration statement to be declared effective. The Company shall use its best efforts to effect, at the earliest practicable date, such registration under the Securities Act of the Shares that the Company has been so requested cause each offering pursuant to register by the Investor, to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)) of the Shares this SECTION 4.1 to be registered; provided that, (A) the managed, on a firm commitment basis, by a recognized regional or national underwriter. The Company will shall not be required to effect comply with more than two (2) requests by the Stockholders, collectively, for demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted SECTION 4.1 unless pursuant to Section 4.1(a)(A) the provisions of SECTION 4.1.3 hereof a number of shares in excess of one-third of the Investor Rights Agreement (as defined below) Common Stock requested to be included in a registration are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offeringnot included, then in which event the Company will not shall be required obligated to effect such comply with an additional request for a demand registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if but in no event shall the Company has previously effected be obligated to comply with more than a registration pursuant to this Section 7(atotal of three (3) requests for a demand registration), then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for trading.

Request. At any time following and from time to time after the Closingexpiration (in accordance with Section 2(a)) or cessation for a period of 90 days of the effectiveness of the Shelf Registration Statement filed by the Company pursuant to Section 2(a) (the “Initial Shelf”) and until the Company’s obligations hereunder with respect to the registration of Registrable Common Stock have terminated pursuant to Section 18, the Investor any Initiating Holder or Initiating Holder Group may make a written request (an “Initiating Request”) to the Company for the registration with the SEC Commission under the Securities Act of all or part of the SharesRegistrable Common Stock owned by such Initiating Holder or Initiating Holder Group, which request will shall specify the number of Shares shares of Registrable Common Stock to be disposed of by the Investor such Initiating Holder or Initiating Holder Group and the proposed plan of distribution thereforof such shares. Upon the receipt of any request Initiating Request for registration made in accordance with the terms of pursuant to this Section 7(a)(i3(a), the Company will promptly (and in any event within 10 Business Days after receipt of such Initiating Request) notify in writing all other Holders of the receipt of such request and, subject to Section 9(b), will use its commercially reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of Act, of (i) the Shares Registrable Common Stock that the Company has been so requested to register by such Initiating Holder or Initiating Holder Group; and (ii) all other Registrable Common Stock that the InvestorCompany has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the proposed method of disposition (in accordance with Section 7(a)(ii)) of the Shares Registrable Common Stock so to be registered; provided provided, that, (A) the Company will shall not be required to effect more than two demand a total of three registrations pursuant to this Section 7(a3(a) for the Investor (provided that, for the avoidance all Holders of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing)Registrable Common Stock; (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has shall have previously effected a registration pursuant to Section 2 or this Section 7(a3(a), then or shall have previously effected a registration of a Public Offering of which notice has been given to the Holders pursuant to Section 4, the Company will shall not be required to effect any registration pursuant to this Section 7(a3(a) until a period of 180 days has shall have elapsed from the date on which such previous registration ceased to be effective; (C) any Initiating Holder or Initiating Holder Group (at the request of those members of such Initiating Holder Group owning a majority of the shares of Registrable Common Stock owned by all members of such Initiating Holder Group) whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), may, by written notice received by the Company before the filing of a registration statement pursuant to this Section 3(a), withdraw its Initiating Request. Upon receipt of such withdrawal notice, the Company shall not effect such registration; provided that, (i) if the members of an Initiating Holder Group that have not requested withdrawal of an Initiating Request collectively own and wish the Company to register the offering of 10% or more of the shares of Registrable Common Stock outstanding at the time of delivery of the Initiating Request (the “Non-withdrawing Holders”), the Company shall effect a registration that includes only such shares of Registrable Common Stock owned by the Non-withdrawing Holders and such registration shall count as one of the permitted registrations pursuant to paragraph (A) above; and (ii) a requested registration that is not effected as a result of the withdrawal of an Initiating Request by the Initiating Holder or Initiating Holder Group, as the case may be, pursuant to this paragraph (C) will count as one of the permitted registrations pursuant to paragraph (A) above unless (x) the Initiating Holder or Initiating Holder Group elects to pay or reimburse the Company for all Expenses incurred in connection with such requested registration or (y) such Initiating Request is withdrawn (1) at the request of the Company, (2) because of a breach by the Company of any of its obligations under this Agreement, or (3) within 10 Business Days after the occurrence of a Material Adverse Change; and (D) the Company will is not be required to effect any registration pursuant to this Section 7(a3(a) unless at least 10% of the Shares proposed shares of Registrable Common Stock outstanding at the time of such Initiating Request is to be sold included in such registration. Subject to Section 9(b), the Company agrees to use commercially reasonable efforts to keep each registration have an aggregate price statement effected pursuant to this Section 3(a) continuously effective in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of Registrable Common Stock covered by such registration statement until the earliest of (calculated based upon the Market Price i) such time as all of such Shares as Registrable Common Stock has been disposed of in accordance with such registration statement, (ii) there shall cease to be any Registrable Common Stock, or (iii) 120 days after such registration statement has been declared effective (plus a number of Business Days equal to the number of days, if any, that such registration statement is not kept effective after the initial date of its effectiveness and prior to 120 days thereafter), provided that, with respect to any Shelf Registration such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, period shall extend for the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open period provided for tradingin Section 3(g).

Request. At any time following the Closing, the Investor may make a Upon written request to from an Investor requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of the SharesEligible Securities held by such Investor, which request will notice may be delivered at any time after 90 days prior to the Registration Date for the applicable Investor Group and which notice shall specify the number intended method or methods of Shares to be disposed disposition of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)such Eligible Securities, the Company will use its all reasonable best efforts to effect, effect (at the earliest practicable possible date) the registration, such registration under the Securities Act Act, of the Shares that the Company has been so requested to register by the Investor, to the extent necessary to permit the such Eligible Securities for disposition (in accordance with Section 7(a)(ii)) the intended method or methods of the Shares to be registereddisposition stated in such request; provided that,: (Ai) if the Company will shall have previously effected a registration with respect to Eligible Securities pursuant to Article IV hereof, the Company shall not be required to effect more than two demand registrations a registration pursuant to this Section 7(aArticle III until a period of one hundred twenty (120) for days shall have elapsed from the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) effective date of the Investor Rights Agreement (as defined below) are inclusive of the foregoing)most recent such previous registration; (Bii) if the intended method if, upon receipt of distribution is an underwritten public offeringa registration request pursuant to this Article III, then the Company will is advised in writing (with a copy to the Selling Investors) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a public offering of securities by the Company that, in such firm's opinion, a registration at the time and on the terms requested would materially adversely affect such public offering of securities by the Company (other than an offering in connection with employee benefit and similar plans) (a "Company Offering") that prior to the receipt of the notice by the Requesting Investor had been contemplated by the Company's Board of Trustees to be filed (and which is in fact filed) within sixty (60) days of receipt of the notice by the Requesting Investors, the Company shall not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a)Article III until the earliest of (i) three months after the completion of such Company Offering, then (ii) the termination of any blackout period, if any, required by the underwriters to be applicable to the Selling Investors in connection with such Company Offering and agreed to in writing by the Selling Investors, (iii) promptly after abandonment of such Company Offering or (iv) four months after the date of written notice requesting registration from the Investor who initially requested registration; (iii) if, while a registration request is pending pursuant to this Article III, the Company will determines in the good faith judgment of the Board of Trustees of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other comparable transaction, the Company shall deliver a certificate to such effect signed by its Chief Executive Officer, President, or any Executive Vice President to the Selling Investors, and the Company shall not be required to effect any a registration pursuant to this Section 7(aArticle III until the earlier of (i) until a period of 180 days has elapsed from the date on upon which such previous registration ceased material information is disclosed to the public or ceases to be effectivematerial or (ii) 60 days after the Company makes such good faith determination; and (Div) the Company will shall not be required to effect any registration (i) more than two registrations pursuant to this Section 7(aArticle III in any calendar year per each Investor Group and (ii) unless a registration of Eligible Securities, the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Fair Market Price Value of such Shares as of which on the date of such requestthe registration request (determined as set forth in the Partnership Agreement) is less than $2,500,000. No registration of at least $10,000,000. As used herein, “Market Price” means, on any date Eligible Securities under this Article III shall relieve the Company of determination, the average its obligation (if any) to effect registrations of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingEligible Securities pursuant to Article IV hereof.

Request. At (a) If at any time following the Closing, the Investor may Trust shall make a written request to the Company for that the Company effect the registration with the SEC under the Securities Act of all or part of the Shares, which request will specify the number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)Trust’s Registrable Securities, the Company will use its commercially reasonable best efforts to effect, at effect the earliest practicable date, such registration under the Securities Act of the Shares that Registrable Securities which the Company has been so requested to register by (a “Demand Registration”), and the Investor, Trust shall be entitled to the extent necessary have included therein (subject to permit the disposition (in accordance with Section 7(a)(ii)2.7) all or such number of the Shares to Trust’s Registrable Securities, as the Trust shall request in writing; provided, however, that no request may be registered; provided that, (A) the Company will not be required to effect more than two demand registrations made pursuant to this Section 7(a) for 2.1 if within six months prior to the Investor (provided that, for the avoidance date of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration request a Demand Registration statement pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if 2.1 shall have been declared effective by the Company has previously effected a registration Commission. Any request made pursuant to this Section 7(a)2.1 shall be addressed to the attention of the Secretary of the Company, then and shall specify the Company will not number of Registrable Securities to be required to effect any registration registered, the intended methods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 7(a2. 1(i). (b) until a period The Company shall be entitled to postpone the filing of 180 days has elapsed from the date on which such previous registration ceased any Demand Registration statement otherwise required to be effective; and (D) the Company will not be required to effect any registration prepared and filed pursuant to this Section 7(a2.1, if the Board of Directors of the Company determines, in its reasonable good faith judgment (with the concurrence of the managing underwriter, if any), that such registration and the offering and sale of the Registrable Securities contemplated thereby would materially interfere with, or require premature disclosure of, any financing, acquisition, reorganization or other material business transaction or situation involving the Company or any of its wholly owned subsidiaries (a “Valid Business Reason”) unless and the Shares proposed Company promptly gives the Trust notice of such determination; provided, however, that the Company shall not have postponed pursuant to this Section 2.1(ii) the filing of any other Demand Registration statement otherwise required to be sold in such registration have an aggregate price (calculated based upon prepared and filed pursuant to this Section 2.1 during the Market Price of such Shares as of six month period ended on the date of the relevant request pursuant to Section 2.1(i): and provided, further, that the right to postpone such requestfiling shall be exercised by the Company not more than once in any 12 month period and the Company shall only have the right to postpone such filing for so long as such Valid Business Reason exists (but not more than 90 days). (c) Whenever the Company shall have received a demand pursuant to Section 2.1(i) to effect the registration of at least $10,000,000. As used herein, “Market Price” means, on any date of determinationRegistrable Securities, the average Company shall promptly give written notice of such proposed registration to all Holders. Any Holder may, within 20 days after receipt of such notice (the daily closing price “Demand Participation Deadline”), request in writing that all of such Holder’s Registrable Securities, or any portion thereof designated by such Holder, be included in the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingregistration.

Request. At any time following and from time to time after the Closingexpiration (in accordance with Section 2(a)) or cessation for a period of 90 days of the effectiveness of the Shelf Registration Statement filed by the Company pursuant to Section 2(a) (the "Initial Shelf") and until the Company's obligations hereunder with respect to the registration of Registrable Common Stock have terminated pursuant to Section 18, the Investor any Initiating Holder or Initiating Holder Group may make a written request (an "Initiating Request") to the Company for the registration with the SEC Commission under the Securities Act of all or part of the SharesRegistrable Common Stock owned by such Initiating Holder or Initiating Holder Group, which request will shall specify the number of Shares shares of Registrable Common Stock to be disposed of by the Investor such Initiating Holder or Initiating Holder Group and the proposed plan of distribution thereforof such shares. Upon the receipt of any request Initiating Request for registration made in accordance with the terms of pursuant to this Section 7(a)(i3(a), the Company will promptly (and in any event within 10 Business Days after receipt of such Initiating Request) notify in writing all other Holders of the receipt of such request and, subject to Section 9(b), will use its commercially reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of Act, of (i) the Shares Registrable Common Stock that the Company has been so requested to register by such Initiating Holder or Initiating Holder Group; and (ii) all other Registrable Common Stock that the InvestorCompany has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the proposed method of disposition (in accordance with Section 7(a)(ii)) of the Shares Registrable Common Stock so to be registered; provided provided, that, (A) the Company will shall not be required to effect more than two demand a total of three registrations pursuant to this Section 7(a3(a) for the Investor (provided that, for the avoidance all Holders of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing)Registrable Common Stock; (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has shall have previously effected a registration pursuant to Section 2 or this Section 7(a3(a), then or shall have previously effected a registration of a Public Offering of which notice has been given to the Holders pursuant to Section 4, the Company will shall not be required to effect any registration pursuant to this Section 7(a3(a) until a period of 180 days has shall have elapsed from the date on which such previous registration ceased to be effective; (C) any Initiating Holder or Initiating Holder Group (at the request of those members of such Initiating Holder Group owning a majority of the shares of Registrable Common Stock owned by all members of such Initiating Holder Group) whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), may, by written notice received by the Company before the filing of a registration statement pursuant to this Section 3(a), withdraw its Initiating Request. Upon receipt of such withdrawal notice, the Company shall not effect such registration; provided that, (i) if the members of an Initiating Holder Group that have not requested withdrawal of an Initiating Request collectively own and wish the Company to register the offering of 10% or more of the shares of Registrable Common Stock outstanding at the time of delivery of the Initiating Request (the "Non-withdrawing Holders"), the Company shall effect a registration that includes only such shares of Registrable Common Stock owned by the Non-withdrawing Holders and such registration shall count as one of the permitted registrations pursuant to paragraph (A) above; and (ii) a requested registration that is not effected as a result of the withdrawal of an Initiating Request by the Initiating Holder or Initiating Holder Group, as the case may be, pursuant to this paragraph (C) will count as one of the permitted registrations pursuant to paragraph (A) above unless (x) the Initiating Holder or Initiating Holder Group elects to pay or reimburse the Company for all Expenses incurred in connection with such requested registration or (y) such Initiating Request is withdrawn (1) at the request of the Company, (2) because of a breach by the Company of any of its obligations under this Agreement, or (3) within 10 Business Days after the occurrence of a Material Adverse Change; and (D) the Company will is not be required to effect any registration pursuant to this Section 7(a3(a) unless at least 10% of the Shares proposed shares of Registrable Common Stock outstanding at the time of such Initiating Request is to be sold included in such registration. Subject to Section 9(b), the Company agrees to use commercially reasonable efforts to keep each registration have an aggregate price statement effected pursuant to this Section 3(a) continuously effective in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of Registrable Common Stock covered by such registration statement until the earliest of (calculated based upon the Market Price i) such time as all of such Shares as Registrable Common Stock has been disposed of in accordance with such registration statement, (ii) there shall cease to be any Registrable Common Stock, or (iii) 120 days after such registration statement has been declared effective (plus a number of Business Days equal to the number of days, if any, that such registration statement is not kept effective after the initial date of its effectiveness and prior to 120 days thereafter), provided that, with respect to any Shelf Registration such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, period shall extend for the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open period provided for tradingin Section 3(g).

Request. At any time following and from time to time when a Shelf Registration Statement filed by the ClosingCompany pursuant to Section 2(a) hereof (the “Initial Shelf”) is not effective, any Holder (the Investor “Initiating Holder”) may make a written request (the “Initiating Request”) to the Company for the registration with the SEC Commission under the Securities Act (on Form S-3 or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) covering the sale of all or part of the SharesRegistrable Common Stock then held by the Initiating Holder, which request will shall specify the number of Shares shares to be disposed of by the Investor and Initiating Holder, the proposed plan of distribution therefortherefor and whether or not a Shelf Registration Statement is being requested. Upon the receipt of any request Initiating Request for registration made in accordance with the terms of pursuant to this Section 7(a)(i3(a), the Company promptly shall notify in writing all other Holders of the receipt of such request and will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of of (i) the Shares that Registrable Common Stock which the Company has been so requested to register by the InvestorInitiating Holder, and (ii) all other Registrable Common Stock which the Company has been requested to register by any other Holders by written request given to the Company within twenty (20) days after the giving of written notice by the Company to such other Holders of the Initiating Request (or ten (10) days if the Company states in such written notice or gives telephonic notice to such other Holders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) and (ii) such shorter period of time is required because of a planned filing date), all to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)3(c) hereof) of the Shares Registrable Common Stock to be so registered; provided provided, that, (A) the Company will shall not be required to effect more than two demand a total of six (6) registrations pursuant to this Section 7(a3(a) for requested by Xxxxxxx (if the Investor Minimum Ownership Trigger has been met; otherwise three (provided that, for the avoidance of doubt, the six demand 3) registrations) and three (3) registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing);requested by all Other Holders, (B) if the intended method of distribution is an underwritten public offeringPublic Offering, then the Company will shall not be required to effect such registration pursuant to this Section 7(a3(a) unless such underwriting will shall be conducted on a “firm commitment” basis;, (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will shall not be required to effect any registration pursuant to this Section 7(a3(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; andmore than two times in any 12-month period, (D) any Selling Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), by written notice to the Company, may withdraw such request, and the Company will shall not effect such registration in the event that the Selling Holders that have not elected to withdraw beneficially own, in the aggregate, less than the percentage of the shares of Registrable Common Stock required to initiate a request under this Section 3(a), (E) the Company shall not be required to effect any registration to be effected pursuant to this Section 7(a3(a) unless either (x) at least five percent (5%) of the Shares proposed shares of Common Stock outstanding at the time of such request are to be sold included in such registration have an aggregate price or (calculated based upon y) the Market Price market value of the shares of Common Stock to be included in such Shares registration statement (measured as of the date of such requestthe Initiating Request) of is at least ten million dollars ($10,000,000. As used herein), “Market Price” means, on any date and (F) a Shelf Registration effected under this Section 3(a) shall comply with the procedures set forth in the second paragraph of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingSection 2(a).

Request. At Upon the written request of one or more Initiating Holders at any time following or times not earlier than 90 days after the Closing, the Investor may make a written request to date hereof requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of such Initiating Holders' Registrable Securities and specifying the Sharesintended method of disposition thereof, which request the Company will specify the number promptly give written notice of Shares such requested registration to be disposed all registered holders of by the Investor Registrable Securities, and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i), thereupon the Company will use its reasonable best efforts to effect, at effect the earliest practicable date, such registration under the Securities Act of of: (i) the Shares that Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition in accordance with the Investorintended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company and any Other Stockholders may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with Section 7(a)(ii)the intended methods thereof as aforesaid) of the Shares Registrable Securities and the additional shares of Common Stock, if any, so to be registered; provided that, (A) PROVIDED that the Company will shall not be required to effect (i) more than two demand registrations pursuant to this Section 7(a2.1, (ii) for the Investor (provided that, for the avoidance any registration of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration Registrable Securities pursuant to this Section 7(a) 2.1 unless the aggregate number of shares of Registrable Securities requested to be registered by all holders of Registrable Securities is equal to or greater than 25% of the Registrable Securities originally issuable under the Sale Agreement or have a market value (based upon the closing price of such underwriting will be conducted Registrable Securities quoted on a “firm commitment” basis; (C) if the Company has previously effected a registration securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 7(a), then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request2.1) of at least $10,000,000. As used herein5 million at the close of the last trading day prior to such request., “Market Price” means, on any (iii) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of determinationfiling of, and ending on a date ninety (90) days after the average effective date of, a Company-initiated registration (provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective), and (iv) if (x) in the good faith judgment of the daily closing price board of directors of the Shares Company, such registration would be seriously detrimental to the Company and the board of directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (y) the Company shall furnish to such Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental (provided that the immediately preceding 30 Company may not defer the filing for a period of more than one hundred eighty (180) days on which after receipt of the national securities exchanges are open for tradingrequest of Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.

Request. At any time The Company shall cause to be filed on the first business day following the Closing420th day after the First Closing Date (as defined in the Contribution Agreement), the Investor may make or as soon as practicable thereafter, a written request to the Company Shelf Registration Statement providing for the registration with sale by the SEC under the Securities Act Investors of all or part of the Shares, which request will specify the number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made Registrable Securities in accordance with the terms of this Section 7(a)(i), the Company hereof and will use its reasonable best efforts to effectcause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective so long as any Investor holds Registrable Securities; provided, however, that at any time after the Shelf Registration Statement becomes effective the number of Registrable Securities outstanding is less than 12,500, then the Investors owning the remaining Registrable Securities shall be given notice that the Shelf Registration will be permitted to lapse in not less than 90 days, after which 90-day period, the Company's obligations under this Section shall cease. Subject to Section and Section , the Company further agrees to amend the Shelf Registration Statement if and as 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 any rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the Investors not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Shelf Registration Statement and the Commission has not declared it effective or except as otherwise permitted by the last three sentences of Section . In the event that all the Subsequent Closings (as defined in the Contribution Agreement) have not yet occurred at the earliest practicable datetime of the filing of a Shelf Registration Statement hereunder, such registration under statement also shall include the maximum estimated number of Shares that Regency reasonably anticipates could constitute Registrable Securities Act as a result of the Shares that remaining Subsequent Closings, and if the Company has been so requested to register number of Registrable Securities actually issued at all Subsequent Closings exceeds the number of shares covered by the Investorregistration statement, to Regency shall file an amendment increasing the extent necessary to permit number of Shares covered by the disposition (in accordance with Section 7(a)(ii)) of the Shares to be registered; provided that, (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) Shelf Registration Statement, or shall file a new registration statement for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingadditional Shares.

Request. At If at any time following the Closingafter March 31, 1998, the Investor Company does not make available to the Holders for any reason (other than an Excusable Reason) the Shelf Registration statement contemplated by Section 2 hereof, one or more Holders (the "Initiating Holders") may make a written request (the "Initiating Request") to the Company for the registration with the SEC Commission under the Securities Act of all or part of such Initiating (i) the Shares, Registrable Common Stock which request will specify the number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i), the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of the Shares that the Company has been so requested to register by such Initiating Holder, and (ii) all other Registrable Common Stock which the InvestorCompany has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)3(b) hereof) of the Shares Registrable Common Stock so to be registered; provided provided, that, (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will shall not be required to effect such registration pursuant to this Section 7(a3(a) unless such underwriting will shall be conducted on a “"firm commitment” " basis;, (B) subject to the last sentence of Section 5 hereof, any Holder whose Registrable Common Stock was to be included in any such registration, by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders holding a percentage of Common Stock, such that the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Common Stock to initiate a request under this Section 3(a), the Company need not effect such registration, and (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will shall not be required to effect any registration to be effected pursuant to this Section 7(a3(a) until a period unless at least 10% of 180 days has elapsed from the date on which shares of Registrable Common Stock outstanding at the time of such previous registration ceased request is to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold included in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingregistration.

Request. At any time following and from time to time after the Closingdate hereof, the Investor Stockholder may make a written request to the Company for the registration with the SEC Commission under the Securities Act of all or part of the Shares, Stockholder’s Registrable Common Stock which request will shall specify the number of Shares shares of Registrable Common Stock to be disposed of by the Investor Stockholder and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)paragraph, the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of the Shares that Registrable Common Stock which the Company has been so requested to register by the Investor, to the extent necessary Stockholder so as to permit the disposition (in accordance with Section 7(a)(ii)) of the Shares Registrable Common Stock so to be registered; provided that,: (Ai) the Company will shall not be required to effect more than two a total of one demand registrations registration pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing2.1(a); (Bii) if the intended method of distribution is an underwritten public offeringPublic Offering, then the Company will shall not be required to effect such registration pursuant to this Section 7(a2.1(a) unless such underwriting will shall be conducted on a “firm commitment” basis; (Ciii) if the Company has previously effected a registration pursuant to this Section 7(a)2.1(a) or Section 2.1(g) hereof or has previously effected a registration of which notice has been given to the Stockholder pursuant to Section 2.2 hereof, then the Company will shall not be required to effect any registration pursuant to this Section 7(a2.1(a) until a period of 180 days has shall have elapsed from the date on which the previous such previous registration ceased to be effective; (iv) the Stockholder, by written notice to the Company, may withdraw such request and, on the Company’s receipt of notice of such withdrawal, the Company shall not be required to effect such registration; provided that, if the Stockholder agrees to pay the Expenses related to such registration, then the request for registration shall not be counted for purposes of determining the number of registrations to which the Stockholder is entitled pursuant to this Section 2.1(a); and (Dv) the Company will shall not be required to effect any registration to be effected pursuant to this Section 7(a2.1(a) unless the Shares shares of Registrable Common Stock proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares shares of Registrable Common Stock as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for trading8,000,000.

Request. At any time following the Closing, the Investor may make a Upon written request to from an Investor requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of the SharesEligible Securities held by such Investor, which request will notice may be delivered at any time and which notice shall specify the number intended method or methods of Shares to be disposed disposition of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)such Eligible Securities, the Company will use its reasonable best efforts to effect, effect (at the earliest practicable possible date) the registration, such registration under the Securities Act Act, of the Shares that the Company has been so requested to register by the Investor, to the extent necessary to permit the such Eligible Securities for disposition (in accordance with Section 7(a)(ii)) the intended method or methods of the Shares to be registereddisposition stated in such request; provided that,: (A) a. if the Company will shall have previously effected a registration with respect to Eligible Securities pursuant to Article IV hereof, the Company shall not be required to effect more than two demand registrations a registration pursuant to this Section 7(aArticle III until a period of one hundred twenty (120) for days shall have elapsed from the Investor (provided thateffective date of the most recent such previous registration; b. if, for the avoidance of doubtwhile a registration request is pending pursuant to this Article III, the six demand registrations permitted pursuant to Section 4.1(a)(A) Company determines in the good faith judgment of the Investor Rights Agreement (as defined below) are inclusive Board of Trustees of the foregoing); (B) if Company, with the intended method advice of distribution is an underwritten public offeringcounsel, then which determination shall be made not more than seven Business Days after receipt by the Company will of the registration request, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company, the Company shall deliver a certificate to such effect signed by its Chief Executive Officer, President, or any Executive Vice President to the Investors, and the Company shall not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a), then Article III until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) 30 days after the Company will makes such good faith determination; provided, that only one such certificate may be delivered in connection with the filing of any registration statement; and c. the Company shall not be required to effect any registration (i) more than two registrations pursuant to this Section 7(aArticle III in any calendar year and (ii) until a period registration of 180 days has elapsed from Eligible Securities, the Fair Market Value of which on the date on which such previous of the registration ceased to be effective; and (D) request is less than $2,500,000. No registration of Eligible Securities under this Article III shall relieve the Company will of its obligation (if any) to effect registrations of Eligible Securities pursuant to Article II or IV hereof. d. the Company shall not be required to effect any a registration pursuant to this Section 7(aArticle III during the period that ends six (6) unless months prior to the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price date on which Gary M. Holloway is prevenxxx xxxx xxxxxxxng of such Shares as any securities of the date Company beneficially owned by him pursuant to the underwriters' "lock-up" set forth in the underwriting agreement used for the Company's initial public offering; provided, however that in the event that the underwriters' waive such lock-up then the period of such request) of at least $10,000,000. As used herein, “Market Price” means, on time during which the Company is not required to effect a registration pursuant to Article III shall be similarly reduced; provided further that Gary M. Holloway agrexx xxxx xx xx xxxxx xhall he sell or offer to sell publicly or privately any date of determination, the average securities of the daily closing price Company beneficially owned by him for a period of six consecutive months following the Shares period during the immediately preceding 30 days on which the national securities exchanges are open for tradingCompany is not required to effect a registration pursuant to this Article III.

Request. At any time following the Closing, the Investor may make a Upon written request to from an Investor requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of the SharesEligible Securities held by such Investor, which request will notice may be delivered at any time within three months prior to the Registration Date for the applicable Investor Group and which notice shall specify the number intended method or methods of Shares to be disposed disposition of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)such Eligible Securities, the Company will use its all reasonable best efforts to effect, effect (at the earliest practicable possible date) the registration, such registration under the Securities Act Act, of the Shares that the Company has been so requested to register by the Investor, to the extent necessary to permit the such Eligible Securities for disposition (in accordance with Section 7(a)(ii)) the intended method or methods of the Shares to be registereddisposition stated in such request; provided that,: (A) 3.1. if the Company will shall have previously effected a registration with respect to Eligible Securities pursuant to Article 4 hereof, the Company shall not be required to effect more than two demand registrations a registration pursuant to this Section 7(aArticle 3 until a period of one hundred twenty (120) for days shall have elapsed from the Investor effective date of the most recent such previous registration; 3.2. if, upon receipt of a registration request pursuant to this Article 3, the Company is advised in writing (provided with a copy to the Selling Investors) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a public offering of securities by the Company that, for in such firm's opinion, a registration at the avoidance time and on the terms requested would materially adversely affect such public offering of doubtsecurities by the Company (other than an offering in connection with employee benefit and similar plans) (a "Company Offering") that prior to the receipt of the notice by the Requesting Investor had been contemplated by the Company's Board of Trustees to be filed (and which is in fact filed) within sixty (60) days of receipt of the notice by the Requesting Investors, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will shall not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a)Article 3 until the earliest of (i) three months after the completion of such Company Offering, then (ii) the termination of any blackout period, if any, required by the underwriters to be applicable to the Selling Investors in connection with such Company Offering and agreed to in writing by the Selling Investors, (iii) promptly after abandonment of such Company Offering or (iv) four months after the date of written notice requesting registration from the Investor who initially requested registration; 3.3. if, while a registration request is pending pursuant to this Article 3, the Company will determines in the good faith judgment of the Board of Trustees of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other comparable transaction, the Company shall deliver a certificate to such effect signed by its Chief Executive Officer, President, or any Executive Vice President to the Selling Investors, and the Company shall not be required to effect any a registration pursuant to this Section 7(aArticle 3 until the earlier of (i) until a period of 180 days has elapsed from the date on upon which such previous registration ceased material information is disclosed to the public or ceases to be effectivematerial or (ii) 60 days after the Company makes such good faith determination; and (D) 3.4. the Company will shall not be required to effect any registration (i) more than two registrations pursuant to this Section 7(aArticle 3 in any calendar year per each Investor Group and (ii) unless a registration of Eligible Securities, the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Fair Market Price Value of such Shares as of which on the date of such requestthe registration request (determined as set forth in the Partnership Agreement) is less than $_______ million. No registration of at least $10,000,000. As used herein, “Market Price” means, on any date Eligible Securities under this Article 3 shall relieve the Company of determination, the average its obligation (if any) to effect registrations of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingEligible Securities pursuant to Article 4 hereof.

Request. At Subject to Article II of the Stockholders' Agreement, at any time following time, upon the Closing, the Investor may make a written request to of the holders of a majority of the Eligible Securities then outstanding requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of the Shares, which request will specify the a specified number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)Eligible Securities, the Company will shall promptly give written notice of such requested registration to all holders of Eligible Securities and thereupon the Company shall use its reasonable best efforts to effect, at effect the earliest practicable date, such registration under the Securities Act of the Shares that Eligible Securities which the Company has been so requested to register by the InvestorSelling Stockholders, to the extent necessary to permit the for disposition (for cash in accordance with Section 7(a)(ii)) the intended method or methods of disposition specified by the Selling Stockholders (which method of disposition shall be in accordance with the registration requirements of the Shares to be registered; United States securities laws), provided that, that (Ai) the Company will shall not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such any registration pursuant to this Section 7(a) unless 1.1 if during the twelve-month period immediately preceding such underwriting will be conducted on a “firm commitment” basis; (C) if request for registration the Company has previously effected a registration pursuant to this Section 7(a1.1, (ii) subject to Section 1.1(g), then the Company will shall not be required to effect any registration pursuant to this Section 7(a) until 1.1 after five registrations requested by holders of Eligible Securities pursuant to this Section 1.1 shall have been effected unless, as to no more than two additional registrations, the holders of a period majority of 180 days has elapsed the Eligible Securities then outstanding deliver at any time a notice to the effect that such holders agree to pay all Registration Expenses in connection with such additional two registrations; provided, however, that if the Company proposes to redeem pursuant to Section 2 of that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK" shares of Class A Stock from the date on Class A Holders in an amount in excess of 0.25% of the Voting Securities of the Company, and the Selling Stockholders sell such shares pursuant to Section 2.11 or 7.4 of the Stockholders' Agreement in a registered offering pursuant to which the Selling Stockholders have exercised a demand registration right, such previous registration ceased shall not count toward the maximum number of registrations provided in this clause (ii) to be effective; and the proviso to Section 1.1(a), (Diii) the Company will shall not be obligated to cause any special audit to be undertaken with any such registration, and (iv) the Company shall not be required to effect any registration requested by holders of Eligible Securities pursuant to this Section 7(a) 1.1 unless the Shares proposed aggregate market value of all Eligible Securities so requested to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of registered exceeds $200 million on the date of such request) delivery of at least $10,000,000. As used herein, “Market Price” means, the request for registration (based on any date of determination, the average of the daily closing price per share of Common Stock on the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingten Business Days).

Request. At any time or from time to time after the 12 month period immediately following the ClosingCompany's initial public offering of shares of Common Stock, the Investor Company shall receive from any Holder or group of Holders holding at least a majority of the Registrable Securities (the "Initiating Holders") a written (a) promptly give written notice of the proposed registration, qualification or compliance to all other Holders holding Registrable Securities; and (b) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the 1933 Act and any other governmental requirements or regulations) as may make be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request to received by the Company for the registration with the SEC under the Securities Act of all or part of the Shares, which request will specify the number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the within twenty (20) days after receipt of any request for registration made in accordance with such written notice from the terms of this Section 7(a)(i)Company; provided, the Company will use its reasonable best efforts to effecthowever, at the earliest practicable date, such registration under the Securities Act of the Shares that the Company has been so requested shall not be obligated to register take any action to effect any such registration, qualification or compliance pursuant to this Section: (i) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Investor, to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)) of the Shares to be registered; provided that1933 Act, (Aii) after the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect has effected one such registration pursuant to this Section 7(a) unless 3.1 and such underwriting will be conducted on a “firm commitment” basis;registration has been declared or ordered effective and the securities offered pursuant to such registration have been sold; or (Ciii) if within six (6) months following the effective date of a registration statement previously filed by the Company. Subject to the foregoing clauses (i), (ii) and (iii), the Company has previously effected shall file a registration pursuant statement covering the Registrable Securities so requested to this Section 7(a)be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. If, then however, the Company will not shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be required seriously detrimental to effect any the Company and its shareholders for such registration pursuant statement to this Section 7(a) until be filed and it is therefore essential to defer the filing of such registration statement, the Company shall 6 have the right to defer such filing for a period of 180 not more than one hundred eighty (180) days has elapsed from after receipt of the date on which such previous registration ceased to be effective; and (D) request of the Initiating Holder, provided, however, that the Company will may not be required to effect utilize this right more than once in any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingtwelve-month period.

Request. At any time The Company shall cause to be filed on the later of (a) the first business day following the Closing15th day after the First Closing Date (as defined in the Contribution Agreement), the Investor may make or (b) May 1, 1998, or as soon as practicable thereafter, a written request to the Company Shelf Registration Statement providing for the registration with sale by the SEC under the Securities Act Investors of all or part of the Shares, which request will specify the number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made Registrable Securities in accordance with the terms of this Section 7(a)(i), the Company hereof and will use its reasonable best efforts to effectcause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective so long as any Investor holds Registrable Securities; provided, however, that at any time after the earliest practicable dateShelf Registration Statement becomes effective the number of Registrable Securities outstanding is less than 12,500, then the Investors owning the remaining Registrable Securities shall be given notice that the Shelf Registration will be permitted to lapse in not less than 90 days, after which 90-day period, the Company's obligations under this Section 2.1.1 shall cease. Subject to Section 2.2.2 and Section 2.2.11, the Company further agrees to amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration under Shelf Registration Statement or by the Securities Act of the Shares or any rules and regulations thereunder; provided, however, that the Company has been so requested to register by the Investor, to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)) of the Shares to be registered; provided that, (A) the Company will shall not be required deemed to effect more than two demand registrations pursuant have used its reasonable efforts to this Section 7(a) for keep the Investor (provided thatShelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the Investors not being able to sell Registrable Securities covered thereby during that period, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if action is required under applicable law or the Company has previously effected filed a registration pursuant post- effective amendment to this the Shelf Registration Statement and the Commission has not declared it effective or except as otherwise permitted by the last three sentences of Section 7(a), then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for trading2.2.

Request. At any time following after the ClosingEffective Date, one or more Holders (the Investor "INITIATING HOLDERS") may make a written request (the "INITIATING REQUEST") to the Company for the registration with the SEC Commission under the Securities Act of all or part of such Initiating Holders' Registrable Common Stock; PROVIDED, HOWEVER, that such request shall be made by one or more Holders of an aggregate of at least 5% of the Sharesoutstanding shares of Registrable Common Stock, which request will shall specify the number of Shares shares to be disposed of by the Investor and the proposed plan of distribution therefor; and provided further that, notwithstanding the foregoing, each of the Holders who are signatories to this Agreement shall have the absolute right to make at least two (2) such requests during the term of the Agreement (regardless of the amount of outstanding shares to be subject to registration pursuant to such request). For purposes of the immediately preceding sentence, Holders that are Affiliates shall together be considered one Holder. Upon the receipt of any request Initiating Request for registration made in accordance with the terms of pursuant to this Section 7(a)(i)paragraph, the Company promptly shall notify in writing all other Holders of the receipt of such request and will use its commercially reasonable best efforts to effect, at the earliest practicable possible date, such registration under the Securities Act of of (i) the Shares that Registrable Common Stock which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Common Stock which the InvestorCompany has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)the terms hereof) of the Shares Registrable Common Stock to be so registered; provided thatPROVIDED, THAT, (A) the Company will shall not be required to effect more than two demand a total of six (6) registrations pursuant to this Section 7(a2 (a) for except to the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant extent necessary to Section 4.1(a)(A) ensure that each of the Investor Rights Holders who are signatories to this Agreement has the absolute right to request and cause at least two (2) such registrations during the term of the Agreement (as defined below) for purposes of this clause (A), Holders that are inclusive of the foregoingAffiliates shall together be considered one Holder);, (B) if the intended method of distribution is an underwritten public offering, then the Company will shall not be required to effect such registration pursuant to this Section 7(a2(a) unless such underwriting will shall be conducted on a “"firm commitment” " basis;, (C) if the Company has shall have previously effected a registration pursuant to this Section 7(a)2(a) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 3 hereof, then a Holder shall not request and the Company will shall not be required to effect any registration pursuant to this Section 7(a2(a) or Section 3 hereof until a period of 180 120 days has shall have elapsed from the date on which such previous registration ceased to be effective; , and (D) subject to the last sentence of Section 4 hereof, any Holder whose Registrable Common Stock was to be included in any such registration, by written notice to the Company, may withdraw such request and, if upon receipt of such notice of the withdrawal of such request the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Common Stock to initiate a request under this Section 2(a), then the Company will shall not effect such registration and such registration shall not be required to effect any registration pursuant to this Section 7(adeemed effected for the purpose of paragraph (A) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for tradingabove.

Request. At any time following and from time to time during the Closingperiod commencing 180 days after the expiration of the Initial Registration Period, the Investor Requesting Holders may make a written request (the “Initiating Request”) to SEI, acting for itself and as agent for the Company other Issuers, for the registration with the SEC Commission under the Securities Act of all or part of the Sharessuch Requesting Holders’ Registrable Notes, which request will Initiating Request shall specify the number principal amount of Shares Notes proposed to be disposed of by the Investor such Requesting Holders and the proposed plan of distribution therefor. Upon the receipt of any request Initiating Request for registration made in accordance with the terms of pursuant to this Section 7(a)(i3(a), SEI shall cause the Company Issuers to promptly shall notify in writing all other Holders of the receipt of such request and will use its their reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of Act, including a Shelf Registration, if applicable, of (i) the Shares that Registrable Notes which the Company has Issuers have been so requested to register by such Requesting Holder or Holders, and (ii) all other Registrable Notes which the InvestorIssuers have been requested to register by any other Holders by written request given to the Issuers within 30 days after the giving of written notice by the Issuers to such other Holders of the Initiating Request, all to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)6(c) hereof) of the Shares Registrable Notes so to be registered; provided provided, that, (A) the Company will Issuers shall not be required to effect more than two demand a total of four registrations pursuant to this Section 7(a3(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted including a Shelf Registration effected pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing3(b);), (B) if the intended method of distribution is an underwritten public offeringPublic Offering of the Notes, then the Company will Issuers shall not be required to effect such registration pursuant to this Section 7(a3(a) unless such underwriting will shall be conducted on a “firm commitment” basis;, (C) if the Company has Issuers shall have previously effected a registration pursuant to this Section 7(a3(a) (including one registration effected pursuant to Section 3(b)) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof, then the Company will Issuers shall not be required to effect any registration or file a Registration Statement pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for trading.this

Request. At any time following After , 2009 [NOTE: the Closingsecond anniversary hereof], the Investor either Stockholder may make a written request to the Company for the registration with the SEC Commission under the Securities Act of all or part of the Shares, such Stockholder’s Registrable Common Stock which request will shall specify the number of Shares shares of Registrable Common Stock to be disposed of by the Investor such Stockholder and the proposed plan of distribution therefor. Upon the receipt of any request for registration from a Stockholder pursuant to this paragraph, the Company promptly shall notify the other Stockholder of the receipt of such request. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)paragraph, the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of of: (i) the Shares that Registrable Common Stock which the Company has been so requested to register by the InvestorDemanding Stockholder, and (ii) all Registrable Common Stock which the Company has been requested to register by the other Stockholder pursuant to a written request given to the Company within 15 days after the giving of written notice by the Company to such other Stockholder of the request by the Demanding Stockholder; all to the extent necessary to permit the disposition (in accordance with Section 7(a)(ii)2.1(b) hereof) of the Shares Registrable Common Stock so to be registered; provided that, (A) the Company will shall not be required to effect more than two a total of four demand registrations pursuant to this Section 7(a2.1(a) for the Investor (provided that, for the avoidance Arcelor and a total of doubt, the six four demand registrations permitted pursuant to this Section 4.1(a)(A2.1(a) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing)for Skandalaris; (B) if the intended method of distribution is an underwritten public offeringPublic Offering, then the Company will shall not be required to effect such registration pursuant to this Section 7(a2.1(a) unless such underwriting will shall be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a)2.1(a) or has previously effected a registration of which notice has been given to the Stockholders pursuant to Section 2.2 hereof, then the Company will shall not be required to effect any registration pursuant to this Section 7(a2.1(a) until a period of 180 days has shall have elapsed from the date on which the previous such previous registration ceased to be effective; (D) any Stockholder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 2.1(a), by written notice to the Company, may withdraw such request and, on the Company’s receipt of notice of such withdrawal with respect to a number of shares of Registrable Common Stock such that the Stockholder that has not elected to withdraw does not hold, in the aggregate, the requisite amount of shares of Registrable Common Stock to require or initiate a request for a registration under clause (F) of this Section 2.1(a), the Company shall not be required to effect such registration; provided that, if the Stockholder that has elected to withdraw its request for registration agrees to pay the Expenses related to such registration, then the request for registration shall not be counted for purposes of determining the number of registrations to which such Stockholder is entitled pursuant to this Section2.1(a); and (DE) the Company will shall not be required to effect any registration to be effected pursuant to this Section 7(a2.1(a) unless the Shares shares of Registrable Common Stock proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares shares of Registrable Common Stock as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for trading.

Request. At any time following the Closing, the Investor may make a Upon written request to from a Requesting Investor requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of the SharesEligible Securities held by such Investor, which request will notice may be delivered at any time and which notice shall specify the number intended method or methods of Shares to be disposed disposition of such Eligible Securities, unless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)Requesting Investor, the Company will use its commercially reasonable best efforts to effecteffect (as promptly as reasonably practicable) the registration, at the earliest practicable date, such registration under the Securities Act Act, of the Shares that the Company has been so requested to register by the Investor, to the extent necessary to permit the such Eligible Securities for disposition (in accordance with Section 7(a)(ii)) the intended method or methods of the Shares to be registereddisposition stated in such request; provided that,: (A) a. if the Company will shall have previously effected a registration with respect to Eligible Securities pursuant to Article III hereof, the Company shall not be required to effect more than two demand registrations a registration pursuant to this Section 7(aArticle II until a period of one hundred eighty (180) for days shall have elapsed from the Investor (provided thateffective date of the most recent such previous registration; b. if, for the avoidance of doubt, the six demand registrations permitted while a registration request is pending pursuant to Section 4.1(a)(Athis Article II or Article III, (i) the Company is, at such time, in the process of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is pursuing an underwritten public offeringoffering of equity securities and is advised by the managing underwriter(s) that such offering would in its or their opinion be adversely affected by such filing, then (ii) the Board of Trustees of the Company will determines that any such filing or the offering of any Eligible Securities would be reasonably likely to materially adversely affect or materially delay any proposed material financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company or the Partnership or (iii) the Board of Trustees of the Company determines in good faith, with the advice of counsel, that the filing of a registration statement would be reasonably likely to require the disclosure of non-public material information the disclosure of which would be reasonably likely to have a material adverse effect on the Company, then, in each case described in the foregoing clauses (i)-(iii), the Company shall deliver to the Investors a certificate to such effect signed by its Chief Executive Officer, Executive Chairman, Vice Chairman, or any Executive Vice President, and the Company shall not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a)Article II until the earlier of (i) the date on which such underwritten public offering concludes, then the date upon which such financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction concludes, or the date upon which such material information is disclosed to the public or ceases to be material, respectively, or (ii) sixty (60) days after the Company will makes such good faith determination; provided, that only two (2) such certificates may be delivered to the Investors in any twelve (12) consecutive month period, and the aggregate number of days in which any Sales Blackout Periods may be in effect in any twelve (12) consecutive month period shall not exceed one hundred and five (105) days; c. the Company shall not be required to effect any registration (i) more than two (2) registrations pursuant to this Section 7(aArticle II in any calendar year or more than four (4) until total registrations pursuant to this Article II and (ii) a period registration of 180 days has elapsed from Eligible Securities, the fair market value of which on the date on which such previous of the registration ceased request is less than $50,000,000. No registration of Eligible Securities under this Article II shall relieve the Company of its obligation (if any) to be effectiveeffect registrations of Eligible Securities pursuant to Section 3.1 hereof; and (D) d. the Company will shall not be required to effect file any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price statement or effect a public offering of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares its securities during the immediately preceding 30 days on which the national securities exchanges are open for tradingperiod of time covered by a certificate relating to an event described in clause (b)(ii) (other than in connection with such proposed transaction described in clause (b)(ii)) or (b)(iii) above.

Request. At Subject to section 2.4.2, from time to time after the ------- earliest to occur of (a) the first date on which any time following the Closing, the Investor may make Common Shares shall have - been publicly sold pursuant. to a written request to the Company for the registration with the SEC statement under the Securities Act of all or part Act, (b) the fifth anniversary of the Closing Date, and (c) the date on which - - more than (i) 50% of the Class A Common Shares, which or (ii) 50% of the Class B - -- Common Shares (excluding Conversion Common) is, in the aggregate, held by Unrelated Third Parties, upon the written request will specify of the number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i), Initiating Holders requesting that the Company will use its reasonable best efforts to effect, at effect the earliest practicable date, such registration under the Securities Act of Registrable Securities and specifying the Shares intended method of disposition thereof, accompanied by a letter from an investment banking firm of national reputation to the effect that the price and other terms of such proposed offering appear reasonable in light of then prevailing market conditions, the Company will promptly, but in any event within 20 Shareholder Rights Agreement ---------------------------- days, give written notice of such requested registration to all holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition in accordance with the Investorintended method of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent necessary required to permit the disposition (in accordance with Section 7(a)(ii)the intended methods thereof as aforesaid) of the Shares Registrable Securities so to be registered; , provided that, (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will shall not be required to effect any -------- registration pursuant to this Section 7(asection 4.1 (x) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration after three registrations - requested pursuant to this Section 7(asection 4.1 shall have been effected, (y) unless within the Shares proposed - 12 month period immediately following a registration in connection with which a firm commitment public offering of Registrable Securities shall have become effective under the Securities Act pursuant to be sold in such registration have an aggregate price a request under this section 4.1, or (calculated based upon z) after the Market Price of such Shares as third anniversary of the date of such request) of at least $10,000,000Conversion Termination Date. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for trading.-

Request. At any time or from time to time after the 90th day following the Closingissuance of the Preferred Stock pursuant to the Stock Purchase Agreement, upon the Investor may make a written request to of one or more Initiating Holders, requesting that the Company for effect the registration with the SEC under the Securities Act of all or part of such Initiating Holders' Registrable Securities and specifying the Sharesintended method of disposition thereof, which request the Company will specify promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the number of Shares Company will, subject to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i)Agreement, the Company will use its reasonable best efforts to effect, at effect the earliest practicable date, such registration under the Securities Act of of: (i) the Shares that Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition in accordance with the Investorintended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company or other holders of the Company's Common Stock having registration rights may elect to register in connection with the offering of Registrable Securities pursuant to this section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with Section 7(a)(ii)the intended methods thereof as aforesaid) of the Shares Registrable Securities and the additional shares of Common Stock, if any so to be registered; provided that, (A) provided, that the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will shall not be required to effect any registration pursuant to this Section 7(asection 2.1 (x) until on more than three separate occasions and (y) unless the Holders have requested to sell at least 2 million shares of Registrable Securities or shares of Registrable Securities to be sold have a period fair market value (based upon the closing price of 180 days has elapsed from such Registrable Securities quoted on the date securities exchange or over-the-counter quotation system on which such previous registration ceased Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to be effectivethis section 2.1) of at least $50 million; and (D) provided, however, the Company will not shall be required required, if so requested, to effect any one additional registration pursuant to this Section 7(a) unless 2.1 subsequent to the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as third anniversary of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average issuance of the daily closing price of Preferred Stock to the Shares during Holders by the immediately preceding 30 days on Company which request may be made by Apollo or its Affiliates, whether or not an Initiating Holder, and will not be subject to the national securities exchanges are open for tradingvolume or fair market value limitations set forth in clause (y) above.