Common use of Request Clause in Contracts

Request. Subject to the provisions of Section 2.1(h) below, at any time or from time to time after the date which is 180 days from the date hereof and until the date that is 180 days following the seventh anniversary hereof, the Holders (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) held by such Initiating Holders, by delivering a written request therefor to the Company specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, if any, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the 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 Registrable Securities which the Company has been so requested to register by the Initiating 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 distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Request. Subject to the provisions of Section 2.1(h) below, at At any time or from time to time after the date Effectiveness Date, upon the written request of one or more Initiating Holders, requesting that the Company effect the registration under the Securities Act (which is 180 days from shall be a Shelf Registration if requested by the date hereof Initiating Holders), of all or part of such Initiating Holders' Registrable Securities and until specifying the date that is 180 days following the seventh anniversary hereofintended method or methods of disposition thereof, the Holders (the "Initiating Holders") shall have the right Company will promptly, but in any event within 20 days, give written notice of such requested registration to require the Company all holders of Registrable Securities and thereupon will use all reasonable efforts to effect the registration under the Securities Act of all or part Registrable Securities of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) held by such Initiating Holders, by delivering a written request therefor Holders requested to the Company specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, if any, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the 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) be registered within 15 days after receipt of the Registrable Securities which the Company has been so requested to register by the Initiating 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's notice, all to the extent necessary required to permit distribution the disposition (in accordance with the intended method methods thereof as aforesaid) of distribution set forth in Registrable Securities so to be registered, PROVIDED that the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration Company shall not be required to effect a registration pursuant to this section 2.2 until a period of six months shall have elapsed from the effective date of the most recent registration previously effected pursuant to this section 2.2, and PROVIDED further that, the Company shall not be required to effect more than three such registrations in the aggregate at the request of Initiating Holders pursuant to this section 2.2. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under section 2.3, if the Company shall furnish to the Initiating Holders a certificate signed by a President or an Executive vice President of the Company stating that in the good faith judgment of the Board it would be significantly disadvantageous to the Company and its shareholders for such registration statement relating to be filed on or before the filing which would otherwise be required pursuant to this section 2.2, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this section 2.2 for an additional period of not more than 60 days following the anticipated filing of such registration.registration statement, PROVIDED that at all times the Company is in good faith using all reasonable efforts to cause such registration statement to become effective. (b)

Request. Subject Prior to the provisions fifth anniversary of Section 2.1(hthe Distribution, any Holder(s) below, at any time or from time to time after the date which is 180 days from the date hereof and until the date that is 180 days following the seventh anniversary hereofof Registrable Securities (collectively, the Holders (the "“Initiating Holders"Holder”) shall have the right to require request that the Company to effect file a Registration Statement with the SEC on the appropriate registration under the Securities Act of form for all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) held by such Initiating HoldersHolder, by delivering a written request therefor thereof to the Company specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, and the intended method of distributionSecurities such Holder wishes to register (a “Demand Registration”). The Company shall promptly (i) within five days of the receipt of a Demand Registration, give written notice of such requested registration Demand Registration to all other Holders, if anyHolders of Registrable Securities, and thereupon the Company shall, as expeditiously as possible, (ii) shall use its best commercially reasonable efforts to (A) effect cause the registration under the Securities Act (including by means Registration Statement to become effective in respect 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 Registrable Securities which the Company has been so requested to register by the Initiating 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 distribution each Demand Registration in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling HoldersHolder as expeditiously as possible, and the Company shall use its commercially reasonable efforts to file such Registration Statement within 20 days of receipt of such request. The Company shall include in such Registration all Registrable Securities with respect to which the Company receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from the Company, a request for inclusion in the registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be registered. For purposes of clarification, the 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 (Bi) if the Registrable Securities requested by the Selling Holders to be registered in accordance with this Section 2.1(a) and (ii) the plan of distribution requested by the participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Request. Subject Upon the terms and subject to the provisions conditions of Section 2.1(h) belowthis Agreement, at any time upon the written request on or from time to time after the date which is 180 days from Spin-Off Notice Date of any Holder of the date hereof and until Registrable Securities (each, a "Requesting Holder") requesting that the date that is 180 days following Company effect registration under the seventh anniversary hereofSecurities Act of all or a specified number of such Registrable Securities (such specified number of such Registrable Securities, the Holders (the "Initiating HoldersRequested Securities") (which request shall have also specify the right to require intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of all or part of the Registrable Requested Securities (having an Aggregate Value of not less than $5,000,000) held requested by such Initiating Holders, by delivering a written request therefor the Requesting Holders for disposition according to the Company specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, and the intended method or methods of distributiondisposition specified by the Requesting Holders (including a shelf registration) to the extent required or deemed appropriate by the Requesting Holders to permit the disposition (according to the intended method or methods thereof specified by the Requesting Holders) of the Requested Securities. The Notwithstanding anything in this Section 2 to the contrary, the Company shall promptly give written notice not be required to effect more than 5 registrations of such requested registration to all other Holders, if any, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Registrable Securities Act (including by means of a shelf registration pursuant to this Section 2. If the Requesting Holders request registration of their Requested Securities on a delayed or continuing basis under Rule 415 under the Securities Act if so requested in such request and if (or any successor or similar rule), the Company 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 such registration statement is then eligible to use declared effective or until all such a registration) of the Registrable Securities which the Company has been so requested to register by the Initiating Holdersregistered thereunder are sold, 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 distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating to such registrationwhichever is shorter.

Request. Subject to the provisions of Section 2.1(h2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration 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 180 150 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 that which is 180 30 days following after the seventh 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 Holders Holders, individually and jointly, of not less than 50% of the Registrable Securities (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) held by such Initiating Holders, by delivering a written request therefor to the Company specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, Securities and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, if any, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the 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 Registrable Securities which the Company has been so requested to register by the Initiating 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 distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Request. Subject to the provisions of this Section 2.1(h) below4.1, at any time or from time to time after the date which is 180 days from the date hereof and until the date that is 180 days earlier of (i) six (6) months following the seventh closing of the Initial Public Offering or (ii) the third anniversary hereofof the Effective Date, the Holders (the "Initiating Holders"A) shall have the right to require the Company to effect the Anschutz or any Anschutz Affiliate may request registration for sale under the Securities Act of all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) Common Stock then held by them; provided, however, that such Initiating Holdersrequest shall cover the registration of Common Stock with an anticipated aggregate offering price (before any underwriting discounts and commissions) of at least $25,000,000 and (B) Oaktree or any Oaktree Affiliate may request registration for sale under the Act of all or part of the Common Stock then held by them; provided, however, that such request shall cover the registration of Common Stock with an anticipated aggregate offering price (before any underwriting discounts and commissions) of at least $25,000,000. Within thirty (30) days after receipt by delivering a written request therefor to the Company specifying the aggregate principal amount and of such request (which request shall specify the number of shares of Registrable Securitiesproposed to be registered and sold), as applicable, and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, if anyStockholders of the proposed demand registration, and thereupon such other Stockholders shall have the right to join in such proposed registration and sale, upon written request to the Company shall(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 possiblepracticable, use its reasonable best efforts (x) to (A) effect file with the registration SEC under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under statement on the Securities Act if so requested appropriate form concerning all Common Stock specified in such the demand request and if the Company is then eligible all shares with respect to use such a registration) of the Registrable Securities which the Company has been so received such written request from the other Stockholders and (y) to cause such registration statement to be declared effective. The Company shall use its reasonable best efforts to cause each offering pursuant to this Section 4.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter. With respect to requests for registration by Anschutz or any Anschutz Affiliate pursuant to clause (A) above, the Company shall not be required to comply with more than three (3) requests by Anschutz or any Anschutz Affiliate, collectively, for demand registrations pursuant to this Section 4.1 unless pursuant to the provisions of Section 4.1.3 hereof a number of shares in excess of fifty percent (50%) of the Common Stock requested to register be included in a registration are not included, in which event such demand registration shall not count against the three (3) demand registrations to which Anschutz and any Anschutz Affiliates, collectively, are entitled. With respect to requests for registration by the Initiating Holders, and all other Registrable Securities which the Company has been requested Oaktree or any Oaktree Affiliate pursuant 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 distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and clause (B) if requested above, the Company shall not be required to comply with more than two (2) requests by Oaktree or any Oaktree Affiliates, collectively, for demand registrations pursuant to this Section 4.1 unless pursuant to the Selling Holders, obtain acceleration provisions of Section 4.1.3 hereof a number of shares in excess of fifty percent (50%) of the effective date of Common Stock requested to be included in a registration are not included, in which event such demand registration shall not count against the registration statement relating two (2) demand registrations to such registrationwhich Oaktree and any Oaktree Affiliates, collectively, are entitled.

Request. Subject to the provisions of Section 2.1(h) below, at any time or from time to time after the date which is 180 days from the date hereof and until the date that is 180 days following the seventh anniversary hereof, the Holders (the "Initiating Holders") The Pre-IPO Shareholders shall each have the right to require request that the Company to effect file a Registration Statement with the SEC on the appropriate registration under the Securities Act of form for all or part of the Registrable Securities held (having an Aggregate Value and for avoidance of not less than $5,000,000doubt, that would be held upon conversion of Class B Shares into Registrable Securities) held by such Initiating Holders, Holder once such Holder is no longer subject to the lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) by delivering a written request therefor to the Company specifying the aggregate principal amount kind and the number of shares of Registrable Securities, as applicable, Securities such Holder wishes to Register and the intended method of distributiondistribution thereof (a “Demand Registration” and the Holder submitting such Demand Registration, the “Initiating Holder”). The Company shall promptly (i) within 5 Business Days of the receipt of such request, give written notice of such requested registration Demand Registration (the “Company Notice”) to all Holders other than the relevant Initiating Holder (the “Eligible Holders”), if any, and thereupon the Company shall, as expeditiously as possible, (ii) use its reasonable best efforts to (A) effect the registration under the Securities Act (including by means file a Registration Statement in respect 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) Demand Registration within 45 days of receipt of the Registrable Securities which the Company has been so requested to register by the Initiating 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 distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holdersrequest, and (Biii) if requested by use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter. The Company shall include in such Registration all Registrable Securities that the Selling Holders, obtain acceleration Eligible Holders request to be included within the 10 Business Days following their receipt of the effective date Company Notice. For the avoidance of doubt, the registration statement relating Initiating Holder may deliver a request for a Demand Registration and the Company shall deliver the Company Notice prior to the expiration of any lock-up period applicable to the Initiating Holder, so long as the Registration Statement is not filed until after the expiration of such registrationlock-up period.

Request. Subject If at any time any DLJ Entity or Marsh requests in writing (the requesting Person being referred to as the "Initiating Stockholder") that the Company effect the registration under the Securities Act of a specified number of 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 to the other Persons entitled to request registration under this Section 2(a) that have not made such registration request (the "Other Stockholders"), the Company will, in accordance with the provisions of Section 2.1(h2(c) below, at any time or from time to time after the date which is 180 days from the date hereof and until the date that is 180 days following the seventh anniversary hereof, the Holders (the "Initiating Holders") shall have the right to require the Company use its commercially reasonable efforts to effect the registration under the Securities Act of all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) held by such Initiating Holders, by delivering a written request therefor to the Company specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, if any, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the 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 Registrable Securities which the Company has been so requested to register by the Initiating Holders, Stockholder and all other any Registrable Securities of the same class and type which the Company has been so requested to register by any other Holder (together with the Initiating HoldersOther Stockholders, the "Selling Holders") by written request given to the Company so long as such Other Stockholders have requested that such Registrable Securities be included in such registration within 10 days after of the giving date of written notice by the CompanyCompany Notice, all to the extent necessary to permit distribution for disposition in accordance with the intended method or methods of distribution set forth disposition stated in the written request or requests delivered by the Selling HoldersInitiating Stockholder, and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of Registrable Securities to be so registered; 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) if more than two registrations requested by Marsh pursuant to this Section 2(a), (C) any registration under this Section 2(a) unless the Selling HoldersRegistrable Securities requested to be included therein by the Initiating Stockholder, obtain acceleration in the reasonable judgment of the Board exercised in good faith, have an aggregate fair market value of at least $25,000,000, or unless the Registrable Securities requested to be included therein constitute all of the Registrable Securities of the class and type of Registrable Securities requested to be so registered that are then owned by the Initiating Stockholder (and, in case of any DLJ Entity, all other DLJ Entities), it being understood that if the Registrable Securities requested to be registered by any Initiating Stockholder (i) have an aggregate fair market value of less than $25,000,000 and (ii) include both Common Shares and CVRs, the requirements of this paragraph (C) shall be deemed to be satisfied if the Registrable Securities of at least one of the class and type of Registrable Securities requested to be included therein by such Initiating Stockholder constitute all of the Registrable Securities of that class and type of Registrable Securities then owned by the Initiating Stockholder (and, in the case of any DLJ Entity, all other DLJ Entities) or (D) any registration under this Section 2(a) prior to the earlier of the date that is six months after the effective date of the Company's most recent registration statement relating (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 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 Registrable Securities pursuant to this Section 2(a) 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 registrationentity pursuant to paragraph (A) or (B), as the case may be, of this Section 2(a)(i).

Request. Subject to the provisions of Section 2.1(h) below, at At any time or from time to time after the date which is 180 days from the date hereof and until the date that is 180 days 90th day following the seventh anniversary hereofissuance of the Preferred Stock pursuant to the Stock Purchase Agreement, upon the Holders (the "written request of one or more Initiating Holders") shall have the right to require , requesting that the Company to effect the registration under the Securities Act of all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) held by such Initiating Holders, by delivering a written request therefor to the Company ' Registrable Securities and specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, and the intended method of distribution. The disposition thereof, the Company shall will promptly give written notice of such requested registration to all other Holders, if anyregistered holders of Registrable Securities, and thereupon the Company shallwill, as expeditiously as possiblesubject to the terms of this Agreement, use its best efforts to (A) effect the registration under the Securities Act of: (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 registrationi) of the Registrable Securities which the Company has been so requested to register by the such Initiating 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 distribution Holders for disposition in accordance with the intended method of distribution 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 requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered; provided, that the Company shall not be required to effect any registration pursuant to this section 2.1 (x) 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 fair market value (based upon the closing price of such Registrable Securities quoted on the 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 2.1) of at least $50 million; provided, however, the Company shall be required, if so requested, to effect one additional registration pursuant to this Section 2.1 subsequent to the third anniversary of the issuance of the Preferred Stock to the Holders by the Company which request may be made by Apollo or its Affiliates, whether or not an Initiating Holder, and will not be subject to the volume or fair market value limitations set forth in the written request or requests delivered by the Selling Holders, and clause (By) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating to such registration.above. (b)

Request. Subject to the provisions of Section 2.1(h) below, at At any time or from time to time after the date which is 180 days from the date hereof and until the date that is 180 days following the seventh anniversary hereoftime, the a Holder or Holders (the "Initiating Holders") holding Registrable Securities, shall have the right to require the Company to effect the registration under the Securities Act of all or part of the their respective Registrable Securities (having an Aggregate Value of not less than $5,000,000) held by such Initiating HoldersSecurities, by delivering a written request (a "Holder Request") therefor to the Company specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, Securities and the intended method of distribution. 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 shall promptly give written notice of such requested registration the Holder Request to all other Holders, if any, and thereupon Holders (the "Demand Exercise Notice"). The Company shall, shall as expeditiously as possible, possible (but in any event within 120 days of receipt of a Holder Request) use its best efforts to (A) effect the 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 Registrable Securities which the Company has been so requested to register by the Initiating Holders, Holder 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 Holders which have made a written request given to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 30 days after the giving 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 such written notice by 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 Company, all Securities Act). The Company shall (i) use its best efforts to effect the extent necessary to permit registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in the a written request or requests delivered by the Selling Majority Participating Holders, and (Bii) if requested by the Selling Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Request. Subject The Company shall cause to be filed on the provisions later of Section 2.1(h(a) below, at any time or from time to time the first business day following the 15th day after the date which is 180 days from First Closing Date (as defined in the date hereof and until Contribution Agreement), or (b) May 1, 1998, or as soon as practicable thereafter, a Shelf Registration Statement providing for the date that is 180 days following sale by the seventh anniversary hereof, the Holders (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act Investors of all or part of the Registrable Securities (having an Aggregate Value in accordance with the terms hereof and will use its reasonable efforts to cause 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 $5,000,000) held 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 such Initiating Holdersthe rules, by delivering a written request therefor regulations or instructions applicable to the registration form used by the Company specifying for such Shelf Registration Statement or by the aggregate principal amount 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 2.2.2. In the event that all the Subsequent Closings (as defined in the Contribution Agreement) have not yet occurred at the time of the filing of a Shelf Registration Statement hereunder, such registration statement also shall include the maximum estimated number of Shares that Regency reasonably anticipates could constitute Registrable Securities as a result of the remaining Subsequent Closings, and if the number of Registrable Securities actually issued at all Subsequent Closings exceeds the number of shares of Registrable Securities, as applicable, and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, if any, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect covered by the registration under statement, Regency shall file an amendment increasing the Securities Act (including by means number 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 Registrable Securities which the Company has been so requested to register Shares covered by the Initiating HoldersShelf Registration Statement, 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 distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the shall file a new registration statement relating to such registrationfor the additional Shares.

Request. Subject to the provisions of this Section 2.1(h) below8.1, at any time after a Qualified Initial Public Offering one or from time to time after more Stockholders holding, individually or in the date which is 180 days from aggregate, at least twenty-five percent (25%) of the date hereof and until the date that is 180 days following the seventh anniversary hereof, the Holders Common Shares (the "Initiating Holders"as defined below) shall have the right to require the Company to effect the may request registration for sale under the Securities Act of 1933, as amended (the "Securities Act") of all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) Common Shares then held by them, provided that such Initiating Holders, Stockholders shall in any case request registration for sale of shares for which the anticipated aggregate offering price will exceed Thirty Million Dollars ($30,000,000). Within ten (10) days after receipt by delivering a written the Corporation of such request therefor to the Company specifying the aggregate principal amount and (which request shall specify the number of shares of Registrable Securities, as applicable, proposed to be registered and sold and the intended method of distribution. The Company manner in which such sale is proposed to be effected), the Corporation shall promptly give written notice of such requested registration to all other Holders, if anyStockholders of the proposed demand registration, and thereupon such other Stockholders shall have the Company shallright to join in such proposed registration and sale, upon written request to the Corporation (which request shall specify the number of shares proposed to be registered and sold) within ten (10) days after receipt of such notice from the Corporation. The Corporation shall thereafter, as expeditiously as possiblepracticable, use its best efforts (i) to file with the United States Securities and Exchange Commission (Athe "Commission") effect the registration under the Securities Act a registration statement on the appropriate form covering all Common Shares specified in the demand request and all shares with respect to which the Corporation has received such written request from the other Stockholders; and (including by means ii) to cause such registration statement to be declared effective. At the request of a shelf registration the Stockholders requesting registration, the Corporation shall use its best efforts to cause each offering pursuant to Rule 415 under this Section 8.1 to be managed, on a firm commitment basis, by a recognized national underwriter selected by the Securities Act if so requested in Corporation with the consent, not to be unreasonably withheld, of the requesting Stockholders. The Corporation shall not be obligated to effect more than three requests by the Stockholders, collectively, for demand registrations pursuant to this subsection 8.1.1, subject to subsection 8.1.4, hereof, provided, however, that each such request and if the Company is then eligible to use such shall be deemed satisfied only when a registration) of the Registrable Securities which the Company has been so requested to register by the Initiating Holdersregistration statement covering all Common Shares specified in notices received as aforesaid, 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 distribution for sale in accordance with the intended method of distribution set forth in the written request or requests delivered disposition specified by the Selling Holdersrequesting Stockholders, has become effective and (B) if requested by all such shares have been sold pursuant thereto. For purposes hereof, as of any date, "Common Shares" shall mean the Selling Holders, obtain acceleration shares of the effective date of the registration statement relating to such registrationCorporation's Common Stock then issued and outstanding.

Request. Subject to the provisions of Section 2.1(h) below, at At any time or from time to time after the date Effectiveness Date, upon the written request of one or more Initiating Holders, requesting that the Company effect the registration under the Securities Act (which is 180 days from shall be a Shelf Registration if requested by the date hereof Initiating Holders after the one-year anniversary of the Public Offering), of all or part of such Initiating Holders' Registrable Securities and until specifying the date that is 180 days following the seventh anniversary hereofintended method or methods of disposition thereof, the Holders (the "Initiating Holders") shall have the right Company will promptly, but in any event within 20 days, give written notice of such requested registration to require the Company all holders of Registrable Securities and thereupon will use all reasonable efforts to effect the registration under the Securities Act of all or part Registrable Securities of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) held by such Initiating Holders, by delivering a written request therefor Holders requested to the Company specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, if any, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the 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) be registered within 15 days after receipt of the Registrable Securities which the Company has been so requested to register by the Initiating 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's notice, all to the extent necessary required to permit distribution the disposition (in accordance with the intended method methods thereof as aforesaid) of distribution set forth in Registrable Securities so to be registered, PROVIDED that the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration Company shall not be required to effect a registration pursuant to this section 2.2 until a period of six months shall have elapsed from the effective date of the most recent registration previously effected pursuant to this section 2.2, and PROVIDED further that, the Company shall not be required to effect more than three such registrations in the aggregate at the request of Initiating Holders pursuant to this section 2.2. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under section 2.3, if the Company shall furnish to the Initiating Holders a certificate signed by a President or an Executive vice President of the Company stating that in the good faith judgment of the Board it would be significantly disadvantageous to the Company and its shareholders for such registration statement relating to be filed on or before the filing which would otherwise be required pursuant to this section 2.2, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this section 2.2 for an additional period of not more than 60 days following the anticipated filing of such registration.registration statement, PROVIDED that at all times the Company is in good faith using all reasonable efforts to cause such registration statement to become effective. (b)

Request. Subject to the provisions of Section 2.1(h) belowthis SECTION 4.1, at any time or from time to time after the date which is 180 days from first anniversary of the date hereof and until the date that is 180 days following the seventh anniversary hereofEffective Time, the Holders (the "Initiating Holders") shall have the right to require the Company to effect the one or more Stockholders may request registration for sale under the Securities Act of all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) Common Stock then held by them; PROVIDED, HOWEVER, that such Initiating HoldersStockholders 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 delivering a written request therefor Stockholder shall be deemed to include Conversion Shares). Within fifteen (15) days after receipt by the Company specifying the aggregate principal amount and of such request (which request shall specify the number of shares of Registrable Securitiesproposed to be registered and sold), as applicable, and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, if anyStockholders of the proposed demand registration, and thereupon such other Stockholders shall have the right to join in such proposed registration and sale, upon written request to the Company shall(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 possiblepracticable, use its best efforts (i) to (A) effect file with the registration SEC under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under statement on the Securities Act if so requested appropriate form concerning all Common Stock specified in such the demand request and if the Company is then eligible all shares with respect to use such a registration) of the Registrable Securities which the Company has been so 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 cause each offering pursuant to this SECTION 4.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter. The Company shall not be required to comply with more than two (2) requests by the Stockholders, collectively, for demand registrations pursuant to this SECTION 4.1 unless pursuant to the provisions of SECTION 4.1.3 hereof a number of shares in excess of one-third of the Common Stock requested to register by the Initiating Holdersbe included in a registration are not included, and all other Registrable Securities in which event the Company has been requested shall be obligated to register by any other Holder comply with an additional request for a demand registration (together with the Initiating Holders, the "Selling Holders") by written request given to but in no event shall the Company within 10 days after the giving be obligated to comply with more than a total of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request or three (3) requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating to such for a demand registration).

Request. Subject to During the provisions of Section 2.1(h) below, at any time or from time to time after the date which is 180 days from period commencing on the date hereof and until ending on the tenth anniversary of the date that is 180 days following the seventh anniversary hereof, the Holders hereof (the "Initiating Registration Period"), Stockholders holding an aggregate of at least 30% of the Registrable Securities outstanding as of the date of such Request (as defined below) (the "Electing Holders") shall have the right upon written notice to require the Company CCI (a "Request") to request that CCI effect the registration under the Securities Act of all or part of the Registrable Securities then owned by such Stockholder(s) (having an Aggregate Value of but in any event not less than $5,000,000) held by such Initiating Holders, by delivering a written request therefor to the Company specifying the an aggregate principal amount and the number of shares of Registrable SecuritiesCommon Stock, as applicableadjusted to reflect any stock splits, and combinations of shares, reclassifications or comparable transactions, as shall constitute at least 30% of the intended method Registrable Securities outstanding as of distributionthe date of such Request, or such lesser number of shares as shall then constitute all of the Registrable Securities then outstanding taking into account all Registrable Securities to be included in such registration); provided, however, CCI shall not under any circumstance be obligated to effect any such registration 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 $50,000,000. The Company shall promptly give written Upon receipt of any such Request, CCI will provide notice of such requested registration Request in accordance with Section 9 (the "Registration Notice") to all other Holders, if any, and thereupon each of the Company shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested Stockholders not included in such request Request and if the Company is then eligible will use all reasonable efforts (subject to use Section 5(b)) to effect such a registration) registration of the Registrable Securities which the Company CCI has been so requested to register by in the Initiating Holders, and all other Registrable Securities which the Company has been requested to register Request or by any other Holder Stockholder within 60 days after delivery of the Registration Notice (together with the Initiating Holders, Stockholders requesting registration pursuant to this Section 2 or Section 3 hereof shall collectively be referred to as the "Selling HoldersParticipating Stockholders") ). The Stockholders collectively shall be entitled to three Requests during the Registration Period pursuant to this Section 2, provided that, regardless of whether any securities are offered or sold pursuant thereto (other than as a result of any action by written request given CCI pursuant to Section 5(b)), no more than one Request shall be made by any Stockholder 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 the offering shall determine that the number of shares proposed to be offered in such offering would be reasonably likely to adversely affect such offering, then the securities to be sold by the Stockholders shall be included in such registration before any securities proposed to be sold for the account of CCI or any other Person and provided, further, that the Stockholders agree that any reduction in the number of securities to be offered by the Stockholders pursuant to any Request shall be on a pro rata basis, except that the securities offered by the Electing Holders initiating such Request shall not be reduced to less than 50% of such securities included in the initial Request unless no securities of any other Stockholder are included therein. The Electing Holders shall be responsible for any calculations relating to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution foregoing and shall set forth such calculations in the written request or requests a certificate to be delivered by the Selling Holdersto CCI, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating on which certificate CCI shall be entitled to such registrationrely.

Request. Subject to the provisions of Section 2.1(h2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration 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 180 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 date that is 180 days following the seventh fifth anniversary hereof, the Holders 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 to effect the registration under the Securities Act of all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) New Common Stock held by such Initiating Holders, by delivering a written request therefor to the Company specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, New Common Stock and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, if any, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the 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 Registrable Securities New Common Stock which the Company has been so requested to register by the Initiating Holders, and all other Registrable Securities 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 distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Request. Subject to the provisions of this Section 2.1(h) below1.1, at any time or from time to time after the date which is 180 days from the date hereof and until the date that is 180 days six (6) months following the seventh anniversary hereofclosing of the Initial Public Offering, the Holders (the "Initiating Holders"A) shall have the right to require the Company to effect the Anschutz or any Anschutz Affiliate may request registration for sale under the Securities Act of all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) Common Stock then held by them; provided, however, that such Initiating Holdersrequest shall cover the registration of Common Stock with an anticipated aggregate offering price (before any underwriting discounts and commissions) of at least $25,000,000 and (B) Oaktree or any Oaktree Affiliate may request registration for sale under the Act of all or part of the Common Stock then held by them; provided, however, that such request shall cover the registration of Common Stock with an anticipated aggregate offering price (before any underwriting discounts and commissions) of at least $25,000,000. Within thirty (30) days after receipt by delivering a written request therefor to the Company specifying the aggregate principal amount and of such request (which request shall specify the number of shares of Registrable Securitiesproposed to be registered and sold), as applicable, and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, if anyStockholders of the proposed demand registration, and thereupon such other Stockholders shall have the right to join in such proposed registration and sale, upon written request to the Company shall(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 possiblepracticable, use its reasonable best efforts (x) to (A) effect file with the registration SEC under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under statement on the Securities Act if so requested appropriate form concerning all Common Stock specified in such the demand request and if the Company is then eligible all shares with respect to use such a registration) of the Registrable Securities which the Company has been so received such written request from the other Stockholders and (y) to cause such registration statement to be declared effective. The Company shall use its reasonable best efforts to cause each offering pursuant to this Section 1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter. With respect to requests for registration by Anschutz or any Anschutz Affiliate pursuant to clause (A) above, the Company shall not be required to comply with more than three (3) requests by Anschutz or any Anschutz Affiliate, collectively, for demand registrations pursuant to this Section 1.1 unless pursuant to the provisions of Section 1.1.3 hereof a number of shares in excess of fifty percent (50%) of the Common Stock requested to register be included in a registration are not included, in which event such demand registration shall not count against the three (3) demand registrations to which Anschutz and any Anschutz Affiliates, collectively, are entitled. With respect to requests for registration by the Initiating Holders, and all other Registrable Securities which the Company has been requested Oaktree or any Oaktree Affiliate pursuant 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 distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and clause (B) if requested above, the Company shall not be required to comply with more than two (2) requests by Oaktree or any Oaktree Affiliates, collectively, for demand registrations pursuant to this Section 1.1 unless pursuant to the Selling Holders, obtain acceleration provisions of Section 1.1.3 hereof a number of shares in excess of fifty percent (50%) of the effective date of Common Stock requested to be included in a registration are not included, in which event such demand registration shall not count against the registration statement relating two (2) demand registrations to such registrationwhich Oaktree and any Oaktree Affiliates, collectively, are entitled.