Common use of Request Clause in Contracts

Request. At any time, upon the written request of one or more Initiating Holders requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ Registrable Securities 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 will, subject to the terms of this Agreement, use commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

Request. At During the period commencing on September 16, 2002 and terminating on the earlier of (i) October 29, 2009 and (ii) with respect to any timeholder of registration rights, upon the written request time at which all Registrable Securities of such holder may be sold pursuant to Rule 144(k) (the "Registration Period"), the Stockholder (alone, or together with one or more Initiating Holders requesting other holders of Registrable Securities) shall have the right upon written notice to CCI (a "Request") to request that the Company CCI effect the registration under the Securities Act of all or part of such Initiating Holders’ the Registrable Securities then owned by the Stockholder and specifying such other holders (but in any event not less than an aggregate number of shares of Common Stock, as adjusted to reflect any stock splits, combinations of shares, reclassifications or comparable transactions, as shall constitute at least 30% of the intended method Registrable Securities outstanding as of disposition thereof, the Company will promptly give written notice date of such requested Request, or such lesser number of shares as shall then constitute all of the Registrable Securities then held by the Stockholder); provided, however, CCI shall not under any circumstance be obligated to effect any such registration to if the Registrable Securities which are the subject of any such Request as of the date of such Request have a value of less than Fifty Million Dollars ($50,000,000). Upon receipt of any such Request, CCI will use all registered holders of Registrable Securities, and thereupon the Company will, reasonable efforts (subject to the terms of this Agreement, use commercially reasonable efforts Section 5(b) hereof) to effect the such registration under the Securities Act of the Registrable Securities which the Company CCI has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case Request. Notwithstanding any other provision of an underwritten offeringthis Agreement, the Stockholder shall be entitled to three (3) Requests during the Registration Period pursuant to this Section 2, provided that, the number of Registrable Securities permitted Requests shall be reduced by any demand registrations requested by the Other Stockholder under Section 2(a) of its registration rights agreement with CCI (the "Other Registration Rights Agreement") that are not part of a Request under this Section 2(a). Subject to clause (y) in the succeeding paragraph of this Section 2(a), regardless of whether any securities are offered or sold pursuant to a Request (other than as a result of any action by CCI pursuant to Section 5(b) hereof), no more than one (1) Request shall be made in the aggregate by the Stockholder under this Section 2(a) and the Other Stockholder under Section 2(a) of the Other Registration Rights Agreement during any twelve month period during the Registration Period. CCI may include in any such registration other securities for sale for its own account or for the account of any other person; provided that, if the managing underwriter for a firm commitment underwritten offering shall advise determine that the Company number of shares proposed to be offered in writing such offering would be reasonably likely to adversely affect such offering, then the Registrable Securities to be sold by the Stockholder and, if applicable, the Other Stockholder shall be included in such registration before any securities proposed to be sold for the account of CCI or any other person; provided further that, following any transfer in accordance with Section 12 hereof, the Stockholder agrees that any reduction in the number of securities to be offered by holders of Registrable Securities other than the holder making a request pursuant to this Section 2 (with such initiating holder, the "Electing Holder") shall be on a copy pro rata basis, except that the securities offered by the Electing Holder shall not be reduced to each less than 50% of such securities included in the initial Request unless no securities of any other holder of Registrable Securities requesting registrationare included therein. The Electing Holder shall be responsible for any calculations relating to the foregoing and shall set forth such calculations in a certificate to be delivered to CCI, on which certificate CCI shall be entitled to rely. If the Stockholder disapproves of the terms of any such underwriting, the Stockholder may elect to withdraw therefrom by written notice to CCI and the underwriter, delivered at least ten (10) may be distributeddays prior to the effective date of the registration statement, provided that in its belief, without interfering with the successful marketing of such securities (such writing to state event the basis of such belief)) Stockholder withdraws in accordance with the intended method of disposition stated foregoing, (x) the Stockholder shall pay all Registration Expenses if Registrable Securities are the only CCI Securities subject to such underwriting or the Registration Expenses relating to the withdrawn Registrable Securities if other CCI Securities are also subject to such underwriting and (y) if all Registrable Securities included in such registration are withdrawn, such registration request to will not count against the extent necessary to permit limitations on Requests set forth in the disposition (in accordance with the intended methods thereof as aforesaid) last two sentences of the paragraph one of this Section 2(a). Any Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company excluded and withdrawn from such underwriting shall be entitled to elect to register securities for its own account in connection with withdrawn from the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringregistration.

Request. At any timetime after the expiration of the five year term for effectiveness of the Shelf Registration effected pursuant to Section 2.1, upon the written request of one or more holders (each, an "Initiating Holders requesting Holder") of the Registrable Securities representing not less than 33% of the Registrable Securities then outstanding that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities (which written request shall specify the intended number of Registrable Securities to be disposed of by such holder(s) and specifying the intended method of disposition thereof), the Company will promptly give written notice of such requested registration to all registered holders of the Registrable Securities, and thereupon the . The Company will, subject to the terms of this Agreement, will use commercially reasonable its best efforts to effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act or any similar rule then in effect, if so requested in such request and the Company is then eligible to use such registration, of the Registrable Securities which the Company has been so requested to register by (i) such Initiating Holders for disposition and (not ii) all such other holders (such holders together with the Initiating Holders are hereinafter referred to exceed, in as the case of an underwritten offering, "Selling Holders") who by written request (which written request shall specify the intended number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder be disposed of Registrable Securities requesting registrationby such holder(s) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with and the intended method of disposition stated in thereof) given to the Company within 30 days after the giving of such written notice by the Company request the Company to register all or part of their Registrable Securities, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing; provided, that the Company shall not be required obligated to effect more than two registrations pursuant to this Section 3.1(a) in any period registration hereunder, if the aggregate offering price of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringso registered is less than $10,000,000.

Request. At any time or from time to time, upon a Holder or Holders holding Registrable Securities, shall have the written request of one or more Initiating Holders requesting that right to require the Company to effect the registration under the Securities Act of all or part of such Initiating Holders’ their respective Registrable Securities, by delivering a written request (a "Holder Request") therefor to the Company specifying the number of shares of Registrable Securities and specifying the intended method of disposition thereofdistribution. The party or parties delivering a Holder Request shall be referred to as the "Initiating Holder." As promptly as practicable, but no later than ten days after receipt of a Holder Request, the Company will promptly give shall given written notice of such requested registration the Holder Request to all registered holders Holders (the "Demand Exercise Notice"). The Company shall as expeditiously as possible (but in any event within 120 days of Registrable Securities, and thereupon the Company will, subject to the terms receipt of this Agreement, a Holder Request) use commercially reasonable its best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Initiating Holder and any other Holders which have made a written request to the Company for inclusion in such Initiating Holders for disposition registration (not to exceed, in which request shall specify the case of an underwritten offering, the maximum number of Registrable Securities that intended to be disposed of by such Holder) within 30 days after the managing underwriter shall advise receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holder participating in such registration, the Company states in writing such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Securities Act). The Company shall (with a copy i) use its best efforts to each holder effect the registration of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) for distribution in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result distribution set forth in a number of securities being offered which exceeds written request delivered by the number of securities which the managing underwriter believes could be sold in the offering Majority Participating Holders, and (ii) if requested by the inclusion of such securities on behalf Majority Participating Holders, obtain acceleration of the Company not entitling any other Person effective date of the registration statement relating to include securities in such offeringregistration.

Request. At Each of Goldman and Pamplona and, subject to the limitations in Section 2.01(b), each of (x) the Privia Holders, and (y) the Xxxxxxxx Holder, and any timepermitted transferee of rights pursuant to Section 3.03, upon shall have the written right to request of one or more Initiating Holders requesting that the Company effect file a Registration Statement with the SEC on the appropriate registration under the Securities Act of form (a “Demand Registration” ) for all or part of such Initiating Holders’ the Registrable Securities held by such Holder once such Holder is no longer subject to the underwriter lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such underwriter lock-up with respect to such Registrable Securities) by delivering a written request to the Company specifying the kind and specifying approximate number of shares of Registrable Securities such Holder wishes to Register and the intended method of disposition thereofdistribution thereof (a “Demand Request” and the Holder submitting such Demand Request, the “Initiating Holder”). The Company will promptly shall (i) within 10 days of the receipt of such request, give written notice of such requested registration Demand Request (the “Company Notice”) to all registered holders Holders other than the relevant Initiating Holder (the “Eligible Holders”), (ii) as expeditiously as possible (but in any event within 45 days of Registrable Securities, and thereupon receipt of the Company will, subject to the terms of this Agreement, request) use commercially its reasonable best efforts to effect the registration file a Registration Statement in respect of such Demand Request (including, without limitation, by means of a Shelf Registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration), (iii) use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter, and (iv) use its reasonable best efforts to obtain acceleration of the effective date of the Registration Statement relating to such Demand Request. Subject to Section 2.01(e), the Company shall include in such Registration, in addition to the Registrable Securities which of the Company has been so requested to register relevant Initiating Holder covered by such Initiating Holders for disposition (not to exceedthe Demand Request, in the case of an underwritten offering, the number of all Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such Eligible Holders request to be included within the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf 10 Business Days following their receipt of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringNotice.

Request. At any timetime or from time to time commencing (i) in connection with an underwritten offering by Holders, upon from the written request Effective Date and (ii) in connection with any offering that is not an underwritten offering, two years after the Effective Date, any Holder or Holders holding Registrable Securities shall, subject to paragraph (h) of one or more Initiating Holders requesting that this Section 3.1, have the right to require the Company to effect the registration under the Securities Act of all or part of such Initiating Holders’ their respective Registrable Securities, by delivering a written request (a “Holder Request”) therefor to the Company specifying the number of shares of Registrable Securities and specifying the intended method of disposition thereofdistribution. The party or parties delivering a Holder Request shall be referred to as the “Initiating Holder.” As promptly as practicable, but no later than ten days after receipt of a Holder Request, the Company will promptly shall give written notice of such requested registration the Holder Request to all registered holders of Registrable Securities, Holders (the “Demand Exercise Notice”) and thereupon the Company will, shall (subject to the terms limitations below) include in such registration all other Registrable Securities requested by the Holders thereof to be so included by written notice (which notice shall specify the maximum number of this AgreementRegistrable Securities intended to be disposed of by such Holder) within 20 days after the giving of the Demand Exercise Notice (or, 10 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Securities Act). The Company shall as expeditiously as possible (but in any event within 30 days of receipt of a Holder Request if the Company is eligible to use commercially Form S-3 to register the transaction described in the Holder Request, or otherwise within 90 days of receipt of a Holder Request) use its reasonable best efforts to effect the file a registration statement under the Securities Act of covering the Registrable Securities which the Company has been so requested to register by the Initiating Holder and any other Holders which have duly made a written request to the Company for inclusion in such Initiating Holders for disposition registration. The Company shall (not i) use its reasonable best efforts to exceed, in effect the case of an underwritten offering, the number registration of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) for distribution in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result distribution set forth in a number of securities being offered which exceeds written request delivered by the number of securities which the managing underwriter believes could be sold in the offering Majority Participating Holders, and (ii) if requested by the inclusion of such securities on behalf Majority Participating Holders, obtain acceleration of the Company not entitling any other Person effective date of the registration statement relating to include securities in such offeringregistration as promptly as practicable following such request.

Request. At any timeUpon the terms and subject to the conditions of this Agreement, upon the written request of one or more Initiating the Holders of a majority in interest of the Registrable Securities (the "Requesting Holders") requesting that the Company effect the registration under the Securities Act of all or part a specified number of such Initiating Holders’ Registrable Securities and specifying (such specified number of such Registrable Securities, the "Requested Securities") (which request shall also specify the intended method or methods 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 will, subject to the terms of this Agreement, shall use commercially reasonable its best efforts to effect the registration under the Securities Act of the Registrable Requested Securities which requested by the Company has been so requested to register by such Initiating Requesting Holders for disposition (not according to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such request specified by the Requesting Holders (including a shelf registration) to the extent necessary required or deemed appropriate by the Requesting Holders to permit the disposition (in accordance with according to the intended method or methods thereof as aforesaidspecified by the Requesting Holders) of the Registrable Securities so to be registeredRequested Securities. Notwithstanding anything in this Section 2 to the foregoingcontrary, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of such Registrable Securities pursuant to this Section 3.1(a2. If the Requesting Holders request registration of their Requested Securities on a delayed or continuing basis under Rule 415 under the Securities Act (or any successor or similar rule), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered shall keep such registration continuously effective for at least 24 months (or such shorter period specified by the Requesting Holders) following the date on which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in registration statement is declared effective or until all such offeringRegistrable Securities registered thereunder are sold, whichever is shorter.

Request. At any timetime a Shelf Registration is not effective pursuant to Section 2.1, upon the written request of one or more holders (each, an “Initiating Holders requesting Holder”) of the Registrable Securities representing not less than 40% of the Registrable Securities then outstanding that the Company Corporation effect the registration under the Securities Act of all or part of such Initiating Holders’ Registrable Securities (which written request shall specify the intended number of Registrable Securities to be disposed of by such holder(s) and specifying the intended method of disposition thereof), the Company Corporation will promptly give written notice of such requested registration to all registered holders of the Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, . The Corporation will use commercially its reasonable best efforts to effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act or any similar rule then in effect, if so requested in such request and the Corporation is then eligible to use such registration, of the Registrable Securities which the Company Corporation has been so requested to register by (i) such Initiating Holders for disposition and (not ii) all such other holders (such holders together with the Initiating Holders are hereinafter referred to exceed, in as the case of an underwritten offering, “Selling Holders”) who by written request (which written request shall specify the intended number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder be disposed of Registrable Securities requesting registrationby such holder(s) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with and the intended method of disposition stated in thereof) given to the Corporation within 30 days after the giving of such written notice by the Corporation request the Corporation to register all or part of their Registrable Securities, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding ; provided, that the foregoing, the Company Corporation shall not be required obligated to effect more than two registrations pursuant to this Section 3.1(a) in any period registration hereunder, if the aggregate offering price of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringso registered is less than $2,000,000.

Request. At any timeSubject to the limitations provided herein, at the earlier of (i) June 30, 2002 and (ii) 180 days after the date on which the Company completes an underwritten public offering of equity interests of the Company, upon the written request (specifying that it is being made pursuant to this Section 2. 1) of one or more Initiating Holders the Purchasers, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ the Purchasers' Registrable Securities (but in any event not less than 50% of the Registrable Securities held by all of the Purchasers (calculated on a fully converted, fully exercised basis)), and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to the Purchasers to be received for such Registrable Securities, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable measurable efforts to effect the no more than one registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not the Purchasers. If the Company is required to exceed, effect a registration pursuant to this Section 2 and the Company furnishes to the Purchasers a certificate signed by the President of the Company stating that in the case good faith judgment of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise Board it would be seriously detrimental to the Company in writing (with a copy and its shareholders for such registration statement to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with filed on or before the successful marketing date such filing would otherwise be required hereunder and it is therefore necessary to defer the filing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoingregistration statement, the Company shall have the right, not be required to effect more than two registrations pursuant to this Section 3.1(a) once in any 12-month period, to defer such filing for a period of twelve consecutive calendar months. The not more than 120 days after receipt of the request for such registration from a Purchaser; provided that during such time the Company shall may not file a registration statement for securities to be entitled to elect to register securities issued and sold for its own account in connection with or that of anyone other than the offering of Purchasers other than on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities pursuant for sale to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringpublic.

Request. At Subject to Article II of the Stockholders' Agreement, at any time, upon the written request of one or more Initiating Holders the holders of a majority of the Eligible Securities then outstanding requesting that the Company effect the registration under the Securities Act of all or part a specified number of such Initiating Holders’ Registrable Securities and specifying the intended method of disposition thereofEligible Securities, the Company will shall promptly give written notice of such requested registration to all registered holders of Registrable Securities, Eligible Securities and thereupon the Company will, subject to the terms of this Agreement, shall use commercially its reasonable efforts to effect the registration under the Securities Act of the Registrable Eligible Securities which the Company has been so requested to register by such Initiating Holders the Selling Stockholders, for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) for cash in accordance with the intended method or methods of disposition stated in such request to specified by the extent necessary to permit the Selling Stockholders (which method of disposition (shall be in accordance with the intended methods thereof as aforesaid) registration requirements of the Registrable Securities so United States securities laws), provided that (i) the Company shall not be required to be registered. Notwithstanding effect any registration pursuant to this Section 1.1 if during the foregoingtwelve-month period immediately preceding such request for registration the Company has previously effected a registration pursuant to this Section 1.1, (ii) subject to Section 1.1(g), the Company shall not be required to effect more than two registrations any registration pursuant to this Section 3.1(a) in any period 1.1 after five registrations requested by holders of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Eligible Securities pursuant to this Section 3.1(a)1.1 shall have been effected unless, subject as to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinionno more than two additional registrations, the inclusion holders of such securities on behalf a majority of 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 will not result 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 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 registration shall not count toward the maximum number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold registrations provided in the offering and this clause (ii) to the inclusion proviso to Section 1.1(a), (iii) the Company 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 such securities Eligible Securities pursuant to this Section 1.1 unless the aggregate market value of all Eligible Securities so requested to be registered exceeds $200 million on behalf the date of delivery of the Company not entitling any other Person to include securities in such offeringrequest for registration (based on the average closing price per share of Common Stock on the preceding ten Business Days).

Request. At any timetime a Shelf Registration is not effective pursuant to Section 2.1, upon the written request of one or more holders (each, an "Initiating Holders requesting Holder") of the Registrable Securities representing not less than 40% of the Registrable Securities then outstanding that the Company Corporation effect the registration under the Securities Act of all or part of such Initiating Holders’ ' Registrable Securities (which written request shall specify the intended number of Registrable Securities to be disposed of by such holder(s) and specifying the intended method of disposition thereof), the Company Corporation will promptly give written notice of such requested registration to all registered holders of the Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, . The Corporation will use commercially its reasonable best efforts to effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act or any similar rule then in effect, if so requested in such request and the Corporation is then eligible to use such registration, of the Registrable Securities which the Company Corporation has been so requested to register by (i) such Initiating Holders for disposition and (not ii) all such other holders (such holders together with the Initiating Holders are hereinafter referred to exceed, in as the case of an underwritten offering, "Selling Holders") who by written request (which written request shall specify the intended number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder be disposed of Registrable Securities requesting registrationby such holder(s) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with and the intended method of disposition stated in thereof) given to the Corporation within 30 days after the giving of such written notice by the Corporation request the Corporation to register all or part of their Registrable Securities, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding ; provided, that the foregoing, the Company Corporation shall not be required obligated to effect more than two registrations pursuant to this Section 3.1(a) in any period registration hereunder, if the aggregate offering price of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offeringso registered is less than $2,000,000.

Request. At any time, upon time subsequent to the written Company’s Qualifying Public Offering of Common Stock (i) Senior Preferred Investors holding a majority (by number of shares) of the Senior Registrable Securities shall have the right to request of one or more Initiating Holders requesting in writing that the Company effect the an underwritten registration under the Securities Act (a “Demand Registration”) of all or part of such Initiating Holdersholders’ Senior Registrable Securities and specifying (ii) Initial Investors holding at least 35% (by number of shares) of the Initial Registrable Securities shall have the right to request in writing that the Company effect a Demand Registration of all or part of such holders’ Initial Registrable Securities; provided, however, that (x) the Company shall not be obligated to effect more than two Demand Registrations requested by the Senior Preferred Investors or more than two Demand Registrations requested by the Initial Investors under this Section 1.1(a) (other than a short-form registration on Form S-0, Xxxx X-0 or any similar short-form registration (“Short-Form Registrations”)) and the Company need not effect a Demand Registration pursuant to this Section 1.1(a) (other than a Short-Form Registration) unless the anticipated aggregate offering price in such registration is $10,000,000 or more and (y) the Company shall not be obligated to effect more than four Short-Form Registrations requested by the Senior Preferred Investors or more than four Short-Form Registrations requested by the Initial Investors under this Section 1.1(a) and the Company need not effect a demand Short-Form Registration pursuant to this Section 1.1(a) unless the anticipated aggregate offering price in such registration is $3,000,000 or more. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of disposition thereof, the of such Registrable Securities). The Company will promptly give written notice of such requested registration to all registered other holders of Registrable Securities, which holders shall be entitled to include their Registrable Securities in such registration subject to Section 1.1(b) and thereupon Section 1.1(g). Thereupon the Company willCompany, subject to the terms of this AgreementSection 1.1(g), will use commercially its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.of:

Request. At Upon the terms and subject to the conditions of this Agreement, at any timetime during the period beginning on the date hereof and ending on April 1, 2004 (the "Registration Period"), upon the written request of one or more Initiating a majority in interest of the Holders (the "Requesting Holders") requesting that the Company effect the registration under the Securities Act of all or part a specified number of such Initiating Holders’ Registrable Securities and specifying (which request shall also specify the intended method or methods 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 will, subject to the terms of this Agreement, shall use commercially reasonable its best efforts to effect the registration under the Securities Act of the Registrable Securities which that the Company has been so requested to register by such Initiating Holders the Requesting Holders, for disposition (not according to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such request specified by the Requesting Holders (including a shelf registration) to the extent necessary required or deemed appropriate by the Requesting Holders to permit the disposition (in accordance with according to the intended method or methods thereof as aforesaidspecified by the Requesting Holders) of the Registrable Securities so to be registered. Notwithstanding the foregoing, ; provided that the Company shall not be required to effect more than two registrations any registration pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with 1.1 after three registrations requested by the offering of Registrable Securities Requesting Holders pursuant to this Section 3.1(a1.1 have been effected; provided, further, that the Company shall not be required to effect a registration pursuant to this Section 1.1 prior to 90 days following the date that a registration pursuant to this Section 1.1, or a registration in which the Holders were entitled to participate pursuant to Section 1.2, has been effected. If the Requesting Holders request registration of their Registrable Securities on a delayed or continuing basis under Rule 415 under the Securities Act (or any successor or similar rule), subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered shall keep such registration continuously effective for at least 36 months (or such shorter period specified by the Requesting Holders) following the date on which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in registration statement is declared effective or until all such offeringRegistrable Securities registered thereunder are sold, whichever is shorter.

Request. At If at any time, upon time any DLJ Entity or Marsh requests in writing (the written request of one or more requesting Person being referred to as the "Initiating Holders requesting Stockholder") that the Company effect the registration under the Securities Act of all or part a specified number of such Initiating Holders’ the Registrable Securities held by it and specifying the intended method of disposition thereof, a copy of which request (the "Company Notice") shall be sent by the Company will promptly give written notice of to the other Persons entitled to request registration under this Section 2(a) that have not made such requested registration to all registered holders of Registrable Securitiesrequest (the "Other Stockholders"), and thereupon the Company will, subject to in accordance with the terms provisions of this AgreementSection 2(c) hereof, use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Initiating Stockholder and by any Other Stockholders, so long as such Initiating Holders 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 (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method or methods of disposition stated in such the request by the Initiating Stockholder, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be so registered. Notwithstanding the foregoing, ; provided that the Company shall not be required to effect (A) more than three registrations requested by the DLJ Entities pursuant to this Section 2(a), (B) more than two registrations requested by Marsh pursuant to this Section 3.1(a2(a), (C) any registration under this Section 2(a) unless the 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 (and, in case of any period DLJ Entity, all other DLJ Entities) or (D) any registration under this Section 2(a) prior to the earlier of twelve consecutive calendar months. The Company shall the date that is six 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 elect request that Registrable Securities be sold pursuant to Section 2(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 Registrable Securities as to which a request is made pursuant to this Section 2(a) pursuant to an underwritten public offering; provided that such intention shall not preclude a change to the plan of distribution to allow block trades, it being understood that no such change may be made with the intention of converting such registration into the functional equivalent of an "equity shelf." A request to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a)2(a) that is made by any DLJ Entity or Xxxxx, subject to (i) as the managing underwriter of such offering advising the Initiating Holder in writing thatcase may be, in its opinion, the inclusion of such securities on behalf of the Company will capacity as an "Other Stockholder" shall not result in a number of securities being offered which exceeds reduce the number of securities which registrations available to such entity pursuant to paragraph (A) or (B), as the managing underwriter believes could be sold in the offering and (ii) the inclusion case may be, of such securities on behalf of the Company not entitling any other Person to include securities in such offeringthis Section 2(a)(i).