Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. If the Company at any time after the date hereof until December 31, 2002 proposes to register its Common Stock under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders' rights under this Section 3. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; PROVIDED that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in such registration, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.

Right to Include Registrable Securities. If the Company at any time after the date hereof until December 31, 2002 proposes to register any of its IDSs, Common Stock, Common Stock Equivalents, Subordinated Notes or other securities or any security convertible into or exchangeable or exercisable for any Common Stock, Common Stock Equivalents, Subordinated Notes or other securities of the Company (other than in connection with an employee stock option or other benefit plan) under the Securities Act (other than than: (i) a registration on Form S-4 or S-8X-0, X-0 or any successor or other forms promulgated for similar purposesforms; or (ii) a similar registration under Canadian Securities Laws) and applicable Canadian Securities Laws (or under the Securities Act or applicable Canadian Securities Laws if the offering will not be registered under both the Securities Act and applicable Canadian Securities Laws), whether or not for sale for its own account, account (and including any registration pursuant to a request or demand registration statement on which it is permissible to register Registrable Securities for sale to right of any other person), at any time, then the public under the Securities Act, it Company will each such time time, subject to the provisions of Section 3.2 hereof, give prompt written notice to all the Holders of Registrable Securities of its intention to do so and of such the Holders' rights under this Section 3Article III, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration; provided, in the case of a registration pursuant to Article II, the Company need not provide such notice to any Holder participating in such registration but will provide such notice to the Management Holders. Such notice shall offer the Holders the opportunity to include in such registration statement such number of Registrable Securities as each Holder may request. Upon the written request of any such Holder made within 15 days after the receipt of any such the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will shall use its reasonable best efforts to effect the proposed registration under the Securities Act and applicable Canadian Securities Laws of all Registrable Securities which the Company has been so requested to register by such Holder to the Holders thereofextent requisite to permit the disposition of the Registrable Securities so to be registered; PROVIDED provided that (i) if such registration involves an underwritten offering, any such Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Article VI hereof) and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 3.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itregister such securities, the Company may, at its election, shall give written notice of such determination to each such Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in such registration, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) 3.1 involves an underwritten public offering, any such Holder of Registrable Securities requesting to be included in such registration may elect, in writing no less than one business day prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.such

Right to Include Registrable Securities. If Following December 12, 2001, if the Company at any time after the date hereof until December 31, 2002 proposes to register its any shares of Common Stock or any securities convertible into Common Stock under the Securities Act (by registration on any form other than a registration on Form Forms S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all Holders holders of Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 32.2. Upon the written request of any such Holder holder (a "REQUESTING HOLDER") made as promptly as practicable and in any event within 15 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder)notice, the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which that the Company has been so requested to register by the Requesting Holders thereof; PROVIDED that (i) should a holder fail to provide timely notice to the Company as to whether it wishes to participate in a registration, such holder will forfeit any rights to participate in the registration with respect to such proposed offering; PROVIDED, FURTHER, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price that any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; and, PROVIDED, FURTHER, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection connec tion with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, (but subject to Section 2.7) to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration must sell their Registrable Securities to the underwriters selected by effected under this Section 2.2 shall relieve the Company (or by of its obligation to effect any stockholders other than registration upon request under Section 2.1. As between the Holders Company and the Requesting Holders, the Company shall be entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included underwriters in such registration, connection with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration2.2.

Right to Include Registrable Securities. If Subject to the Company further provisions of this Section 3.2(a), if PEC, at any time after commencing on the date hereof until December 31of this Agreement and expiring on the second anniversary date hereof, 2002 proposes to register any of its Common Stock equity securities in a registration under the Securities Act (other than a registration on Form S-4 or S-8Act, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own accountaccount (primary registration) but not for the account of other holders of PEC's securities (a secondary registration), pursuant to on a form and in a manner which would permit registration statement on which it is permissible to register of the Registrable Securities for sale to the public under the Securities Act, it will EXH A-3 each such time give prompt written notice to all Holders of Registrable Securities of its intention to do so so, describing such securities and of specifying the form and manner and the other relevant facts involved in such Holders' rights under this Section 3. Upon proposed registration and upon the written request of any such Holder made delivered to PEC within 15 twenty (20) business days (or such shorter period as may be required due to the nature of the offering covered by the registration) after the receipt giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such HolderHolder and the intended method or methods of disposition thereof), the Company PEC will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company PEC has been so requested to register by Holders to the Holders thereof; PROVIDED extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered provided that (i) if, at any time after giving such written notice of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) PEC shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itregister such securities, the Company PEC may, at its election, election give written notice of such determination to each Holder of Registrable Securities and, thereupon, and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewiththerewith as provided herein), ; and (ii) if such (A) the registration so proposed by PEC involves an underwritten offeringprimary registration on behalf of PEC to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall advise PEC in writing that, in its good faith judgment, all Holders of Registrable Securities requesting the shares to be included in offered by PEC and other parties are greater than can be accommodated without interfering with the registration must sell their Registrable Securities successful marketing of all the securities to be then offered publicly for the account of PEC, then the managing underwriter or underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included shall include in such registrationregistration (1) first, with such differencesthe securities PEC proposes to register for sale, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a(2) involves an underwritten public offeringsecond, any Holder of Registrable Securities requesting securities requested and permitted to be included in such registration may elect, in writing pursuant to incidental or piggyback rights granted to the holders thereof prior to the effective date of this Agreement, (3) third, the Registrable Securities requested to be included in such registration statement filed by the Requesting Holders, pro rata, if necessary, and (4) fourth, any other securities requested to be included in connection with such registration, not if any, pro rata. Notwithstanding anything in this Section 3.2(a) to the contrary, PEC shall have no obligation under this Section 3.2(a) to register such securities any of the Registrable Securities after the second anniversary date hereof or if at the time of the exercise of the right provided for in connection with such registrationthis Section 3.2(a) all Holders of the Registrable Securities would otherwise be able to sell their Registrable Securities in the market without restriction under the volume limitations provisions of Rule 144(e) adopted under the Securities Act.

Right to Include Registrable Securities. If Upon the Company at any time after consummation of the date hereof until December 31Valid Offering, 2002 proposes if the Issuer determines to register its Common Stock Shares under the Securities Act (other than pursuant to an Automatic Shelf Registration Statement filed solely to effect a registration block sale in accordance with Section 3(f)(iii), a Registration Statement filed by the Issuer on Form S-4 F-4 or S-8, or any successor or other forms promulgated for similar purposes, or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, pursuant to in a manner which would permit registration statement on which it is permissible to register of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders' ’ rights under this Section 32. Upon the written request of any such Holder made within 15 10 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder and the intended method or methods of disposition thereof), the Company Issuer will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company Issuer has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; PROVIDED provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) Issuer shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company Issuer may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewith)) without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 3, and (ii) if such registration involves an underwritten offeringUnderwritten Offering, all Holders of Registrable Securities requesting to be included in the Issuer’s registration must sell their Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) Issuer on the same terms and conditions as apply to the Issuer and the other sellers included Holders selling Registrable Securities in such registrationUnderwritten Offering, with such differences, including any with respect to indemnification and liability insuranceliability, as may be are customary or appropriate in combined primary and secondary offerings. If The Issuer shall not be required to maintain the effectiveness of the Registration Statement for a registration requested pursuant to this Section 3(a2(a) involves an underwritten public offering, any beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such Registration Statement. Any Holder of Registrable Securities requesting who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be included in permitted to withdraw from such registration may elect, in writing by written notice to the Issuer at least two Business Days prior to the effective earlier of the anticipated filing date of the registration statement filed in connection with such registration“red xxxxxxx” prospectus, not to register such securities in connection with such registrationif applicable, and the anticipated pricing date.

Right to Include Registrable Securities. If the Company at any time after the date hereof until December 31, 2002 Effective Time proposes to register its Class A Common Stock under the Securities Act (other than a registration of shares in connection with a sale for its own account, or a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or a registration statement in connection with an offering to employees of the Company and its subsidiaries or a registration of shares of Class A Common Stock pursuant to the terms of any Supplemental Agreement (as hereinafter defined) other than any such registration resulting from any right of a party to such Supplemental Agreement to have the Company effect registration under Section 7(a) of this Agreement), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all Holders of Registrable Securities each Investor of its intention to do so and of such Holders' the Investor's rights under this Section 32. Upon the written request of any such Holder Investor made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holderthe Investor), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereofInvestor; PROVIDED PROVIDED, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed registration of the securities identified in such notice to be sold by itsold, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities the Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration Investor must sell their his, her or its Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in such registrationCompany, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration an Investor may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.

Right to Include Registrable Securities. If Commencing on the Company date of this Agreement, if the Company, at any time after the date hereof until December 31or from time to time, 2002 proposes to register any of its Common Stock equity securities under the Securities Act (other than in a registration on Form S-4 or S-8, S-8 or any successor form to such forms and other than pursuant to Sections 2.1 or 2.2) whether or not pursuant to registration rights granted to other forms promulgated for similar purposes), holders of its securities and whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give Company shall deliver prompt written notice (which notice shall be given at least 30 days prior to such proposed registration) to all Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such Holders' rights right to participate in such registration under this Section 32.3 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.3(b), upon the written request of any such Holder made within 15 20 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holderregistered), the Company will use its reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (an "INCIDENTAL REGISTRATION"), to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company has been so requested proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Article IV. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Holders thereof; PROVIDED that (i) if, Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of Holders to cause such registration to be effected as a registration under Sections 2.1 or 2.2, and (iiB) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities case of a determination to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in delay such registration, with the Company shall be permitted to delay the registration of such differencesRegistrable Securities for the same period as the delay in registering such other securities; PROVIDED, including any with respect HOWEVER, that if such delay shall extend beyond 120 days from the date the Company received a request to indemnification include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and liability insurance, as may be customary or appropriate shall follow the notification procedures set forth in combined primary and secondary offeringsthe preceding paragraph. If a registration requested There is no limitation on the number of such Incidental Registrations pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting 2.3 which the Company is obligated to be included in such effect. The registration may elect, in writing prior rights granted pursuant to the effective date provisions of this Section 2.3 shall be in addition to the registration statement filed in connection with such registration, not rights granted pursuant to register such securities in connection with such registrationthe other provisions of Article II hereof.

Right to Include Registrable Securities. If the Company MLP, at any time after the date hereof until December 31, 2002 or from time to time proposes to register the offering and sale of any of its Common Stock securities under the Securities Act (other than a registration A) on Form S-4 or S-8, S-3 (or any successor to such form) or (B) on Form S-1 (or any successor to such form) in order to effectuate an Initial Public Offering and files (i) such a registration statement or (ii) proposes to do a take down off of an effective shelf registration statement, other forms promulgated for similar purposes)than the FBR Registration Statement, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give MLP shall deliver prompt written notice (which notice shall be given at least 45 days prior to the filing of such registration statement or ten (10) days prior to the filing of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to all Holders of Registrable Securities of its intention to do so undertake such registration or offering, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such Holders' rights right to participate in such registration under this Section 32.1 as hereinafter provided. Upon Subject to the other provisions of this Section 2.1, upon the written request of any such Holder made within 15 20 days with respect to the filing of a registration statement, and within seven (7) days with respect to the filing of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used), after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed registered and the intended method of by such Holderdisposition thereof), the Company will use its reasonable efforts to MLP shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (a "Piggyback Registration"), to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company has been so requested MLP proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities for the period provided in Section 3.1(b). If a Piggyback Registration involves an Underwritten Offering, immediately upon notification to the MLP from the underwriter of the price at which such securities are to be sold, the MLP shall so advise each participating Holder. The Holders requesting inclusion in a Piggyback Registration may, at any time up to and including the time of pricing of the Piggyback Registration Statement (and for any reason), revoke such request by delivering written notice to the Holders thereof; PROVIDED that (i) if, MLP revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior up to and including the effective date time of effectiveness or, if applicable, pricing of the registration statement Piggyback Registration Statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) MLP shall determine for any reason not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company MLP may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the MLP shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith)) subject, however, to the provisions of Section 2.3 and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities case of a determination to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in delay such registration, with the MLP shall be permitted to delay the registration of such differencesRegistrable Securities for the same period as the delay in registering such other securities; provided, including any with respect however, that if such delay shall extend beyond 120 days from the date the MLP received a request to indemnification include Registrable Securities in such Piggyback Registration, then the MLP shall again give all Holders the opportunity to participate therein and liability insurance, as may be customary or appropriate shall follow the notification procedures set forth in combined primary and secondary offeringsthe preceding paragraph. If a registration requested There is no limitation on the number of such Piggyback Registrations pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting 2.1 which the MLP is obligated to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registrationeffect.

Right to Include Registrable Securities. If the Company Packard at any time after the date hereof until December 31, 2002 proposes to register its Common Stock under the Securities Act any of its equity securities beneficially owned by Stonington (other than a registration on Form S-4 or Form S-8, or any successor or other forms promulgated for similar purposesforms), whether or not for sale for its own account, pursuant to in a manner that would permit registration statement on which it is permissible to register of Registrable Securities for sale to the public under the Securities ActAct and in an underwritten offering, it will each such time promptly give prompt written notice to all Holders of Stockholders who beneficially own any Registrable Securities of its intention to do so so, of the registration form of the SEC that has been selected by Packard and of such Holdersholders' rights under this Section 3. Upon 5.1 (the written request "Section 5.1 Notice"); provided that, if, at the time of such proposed registration, any such Holder made within 15 days after the receipt of any such notice Packard Investors (which request shall specify the or their Permitted Transferees) are able to sell Registrable Securities intended owned by them pursuant to Rule 144 under the Securities Act, Packard shall not be disposed of by required to give a Section 5.1 Notice to such HolderPackard Investors (or their Permitted Transferees), the Company and such Packard Investors (or their Permitted Transferees) shall not be entitled to any rights under this Section 5.1(a). Packard will use its reasonable best efforts to effect include in the proposed registration under the Securities Act of all Registrable Securities which that Packard is requested in writing, within 15 calendar days after the Company has been so requested Section 5.1 Notice is given, to register by the Holders Stockholders thereof; PROVIDED provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) Packard shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itregister such equity securities, the Company Packard may, at its election, give written notice of such determination to each Holder of all Stockholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)abandoned registration, and (ii) if in case of a determination by Packard to delay registration of its equity securities, Packard shall be permitted to delay the registration of such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on for the same terms and conditions period as apply to the delay in registering such other sellers included in such registration, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registrationequity securities.

Right to Include Registrable Securities. If the Company at any time after the date hereof until December 31, 2002 proposes to register any of its IDSs, Class A Common Stock Stock, Senior Subordinated Notes or other securities or any security convertible into or exchangeable or exercisable for any Class A Common Stock, Senior Subordinated Notes, IDSs or other securities of the Company (other than in connection with an employee stock option or other benefit plan) under the Securities Act (other than than: a registration on Form S-4 or S-8, S-4 or any successor or other forms promulgated for similar purposes)forms, whether or not for sale for its own account, fox xxx xxn account (and including any registration pursuant to a request or demand registration statement on which it is permissible to register Registrable Securities for sale to right of any other person), at any time, then the public under the Securities Act, it Company will each such time time, subject to the provisions of Section 3.2 hereof, give prompt written notice to all the Holders of Registrable Securities of its intention to do so and of such the Holders' rights under this Section 3Article III, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration; provided, in the case of a registration pursuant to Article II, the Company need not provide such notice to any Holder participating in such registration but will provide such notice to the Management Holders. Such notice shall offer the Holders the opportunity to include in such registration statement such number of Registrable Securities as each Holder may request. Upon the written request of any such Holder made within 15 days after the receipt of any such the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will shall use its reasonable best efforts to effect the proposed registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder to the Holders thereofextent requisite to permit the disposition of the Registrable Securities so to be registered; PROVIDED provided that (i) if such registration involves an underwritten offering, any such Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Article VI hereof) and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 3.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itregister such securities, the Company may, at its election, shall give written notice of such determination to each such Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in such registration, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) 3.1 involves an underwritten public offering, any such Holder of Registrable Securities requesting to be included in such registration may elect, in writing no less than one business day prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Article III shall relieve the Company of its obligations to effect registrations upon request under Article II hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Article III.

Right to Include Registrable Securities. If the Company at any time after the date hereof until December 31, 2002 proposes determines to register its Common Stock Equity Securities under the 1933 Act and effect an underwritten offering of such Equity Securities Act (other than pursuant to a registration Registration Statement filed by the Company on Form S-4 or S-8, or any successor or other forms promulgated for similar purposespurposes or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, pursuant to in a manner which would permit registration statement on which it is permissible to register of Registrable Securities for sale to the public under the Securities 1933 Act, it will will, at each such time time, give prompt written notice as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement to all Holders of the Investors that hold Registrable Securities of its intention to do so and of such Holders' Investors’ rights under this Section 3. Upon the written request of any such Holder Investor made within 15 five (5) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such HolderInvestor and the intended method or methods of disposition thereof), the Company will use its commercially reasonable efforts to effect the registration under the Securities 1933 Act of all Registrable Securities which the Company has been so requested to register by the Holders Investors thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; PROVIDED provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses expenses in connection therewith), ) without prejudice to the rights of the Investors to request that such offering be effected under Section 2 and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities Investors requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in such registrationCompany, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If The Company shall not be required to maintain the effectiveness of the Registration Statement for a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder beyond the earlier to occur of (A) 180 days after the effective date thereof and (B) consummation of the distribution by the Investors of the Registrable Securities requesting to be included in such Registration Statement. Any Investor who has elected to sell Registrable Securities in an offering pursuant to this Section 3 shall be permitted to withdraw from such registration may electby written notice to the Company (x) in the case of an underwritten offering, prior to the earlier of the anticipated filing date of the “red xxxxxxx” prospectus, if applicable, and the anticipated pricing date, or (y) in writing the case of any other offering, prior to the effective date of the registration statement Registration Statement filed in connection with such registration, not to register such securities in connection with such registration.

Right to Include Registrable Securities. If Except as set forth below, if the Company at any time after the date hereof until December 31, 2002 proposes or is required to register its Common Stock file a Registration Statement under the Securities Act (covering any of its securities, whether or not for its own account, other than (i) a registration on Form S-4 or S-8X-0, Xxxx X-0, or any successor or other forms promulgated similar forms, or (ii) a shelf registration under Rule 415 under the Act for similar purposes)the sole purpose of registering shares to be issued in connection with the acquisition of assets, whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all Holders of Registrable Securities the Holder of its intention to do so and of such Holders' the Holder's rights under this Section 37.1. Upon the written request of any such the Holder made within 15 30 days after the receipt of any such notice (which request shall specify the Registrable Securities Shares intended to be disposed of by such Holderthe Holder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities Shares which the Company has been so requested to register by the Holders thereofHolder, to the extent required to permit the disposition in accordance with the intended methods of disposition, by inclusion of such Shares in the Registration Statement which covers the securities that the Company proposes to register ("Piggyback Right"); PROVIDED provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason either not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company may, at its election, give written notice of such determination to each the Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Shares in connection with such registration (but not from its obligation to pay the Registration Expenses registration expenses in connection therewith), without prejudice and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities case of a determination to delay registering, shall be permitted to delay registering any Shares, for the underwriters selected by same period as the Company (or by any stockholders delay in registering such other than the Holders entitled to select the underwriters) securities. There is no limitation on the same terms and conditions as apply to the other sellers included in number of such registration, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested piggyback registrations pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting 7 which the Company is obligated to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registrationeffect.

Right to Include Registrable Securities. If the Company at any time after the date hereof until December 31, 2002 Issuer proposes to register its Common Stock (including for this purpose a registration effected by the Issuer for security holders of the Issuer other than Purchaser(s)) any Registrable Securities and to file a Registration Statement with respect thereto under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes)1933 Act, whether or not for sale for its own account, pursuant to account in a manner that would permit registration statement on which it is permissible to register of Registrable Securities for sale to the public under the Securities Act1933 Act (a "Public Offering"), it the Issuer will each such time promptly give prompt written notice to all Holders of Registrable Securities the Purchaser(s) (i) of its intention to do so so, (ii) of the form of registration statement of the SEC that has been selected by the Issuer and (iii) of such Holders' rights of Purchaser(s) under this Section 3paragraph (the "paragraph 3 Notice"). Upon The Issuer will include in the written request case of any such Holder made a proposed Public Offering all Registrable Securities that the Issuer is requested in writing, within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder)paragraph 3 Notice is given, the Company will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereofPurchaser(s) thereof (a "Piggy-back Registration"); PROVIDED provided, however, that (ix) if, at any time after giving written notice of its intention to register any securities Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) Issuer shall determine for any reason not to proceed with the proposed registration that none of the securities to such Registrable Securities shall be sold by itregistered, the Company Issuer may, at its election, give written notice of such determination to each Holder of Registrable Securities Purchaser(s) if Purchaser(s) shall have requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith)abandoned registration, and (iiy) if such in case of a determination by the Issuer to delay registration involves an underwritten offering, all Holders of Registrable Securities requesting Securities, the Issuer shall be permitted to be included in delay the registration must sell their of such Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in such registration, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) involves an underwritten public offeringparagraph for the same period as the delay in registering such other Registrable Securities by the Issuer, any Holder as the case may be or may abandon the registration of Registrable Securities requesting to be included in such registration may electSecurities, in writing prior to the effective date sole discretion of the registration statement filed in connection with such registration, not to register such securities in connection with such registrationIssuer.

Right to Include Registrable Securities. If the Company at any time after the date hereof until December 31, 2002 proposes to register any of its IDSs, Common Stock, Common Stock Equivalents, Subordinated Notes or other securities or any security convertible into or exchangeable or exercisable for any Common Stock, Common Stock Equivalents, Subordinated Notes or other securities of the Company (other than in connection with an employee stock option or other benefit plan) under the Securities Act (other than than: (i) a registration on Form S-4 or S-8X-0, X-0 or any successor or other forms promulgated for similar purposesforms; or (ii) a similar registration under Canadian Securities Laws) and applicable Canadian Securities Laws (or under the Securities Act or applicable Canadian Securities Laws if the offering will not be registered under both the Securities Act and applicable Canadian Securities Laws), whether or not for sale for its own account, account (and including any registration pursuant to a request or demand registration statement on which it is permissible to register Registrable Securities for sale to right of any other person), at any time, then the public under the Securities Act, it Company will each such time time, subject to the provisions of Section 3.2 hereof, give prompt written notice to all the Holders of Registrable Securities of its intention to do so and of such the Holders' rights under this Section 3Article III, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration; provided, in the case of a registration pursuant to Article II, the Company need not provide such notice to any Holder participating in such registration but will provide such notice to the Management Holders. Such notice shall offer the Holders the opportunity to include in such registration statement such number of Registrable Securities as each Holder may request. Upon the written request of any such Holder made within 15 days after the receipt of any such the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will shall use its reasonable best efforts to effect the proposed registration under the Securities Act and applicable Canadian Securities Laws of all Registrable Securities which the Company has been so requested to register by such Holder to the Holders thereofextent requisite to permit the disposition of the Registrable Securities so to be registered; PROVIDED provided that (i) if such registration involves an underwritten offering, any such Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Article VI hereof) and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 3.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itregister such securities, the Company may, at its election, shall give written notice of such determination to each such Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in such registration, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) 3.1 involves an underwritten public offering, any such Holder of Registrable Securities requesting to be included in such registration may elect, in writing no less than one business day prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Article III shall relieve the Company of its obligations to effect registrations upon request under Article II hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Article III.

Right to Include Registrable Securities. If Following the Company at any issuance of Xxxxxx Common Stock to BCP pursuant to Section 4.1(b), each time after the date hereof until December 31, 2002 LWN proposes to register its Xxxxxx Common Stock under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such the Holders' rights under this Section 35.1(a). Upon the written request of any such Holder made within 15 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company LWN will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company LWN has been so requested to register by the Holders thereof; PROVIDED that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) LWN shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itregistration, the Company LWN may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offeringoffering by LWN (underwritten, at least in part, by Persons who are not Affiliates of LWN), all Holders of requesting to have Registrable Securities requesting to be included in the LWN's registration must sell their Registrable Securities to the such underwriters who shall have been selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) LWN on the same terms and conditions as apply to the other sellers included in such registrationLWN, with such differences, including any with respect to indemnification and liability insurancecontribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration requested pursuant to this Section 3(a5.1(a) involves such an underwritten public offering, any Holder of Registrable Securities requesting to be included making a request under this Section 5.1(a) in connection with such registration may electelect in writing, in writing prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to register have such securities registered in connection with such registration.

Right to Include Registrable Securities. If the Company at any time after the date hereof until December 31, 2002 proposes --------------------------------------- to register any of its Common Stock securities under the Securities Act (other than a by registration on Form S-4 Forms X-0, X-0 or S-8, S-3 or any successor or other forms promulgated similar form(s) (except registrations on such Forms or similar form(s) solely for similar purposesregistration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation and registrations effected pursuant to Section 6.1 of the Shareholder's Agreement dated as of November 12, 1996, as amended, between the Company and Rakepoll Finance unless the written consent of Holders (as defined in such Shareholder's Agreement) holding at least a majority of the Registrable Securities (as defined in such Shareholder's Agreement) included in such registration shall have been obtained to the inclusion of the Registrable Securities in such registration), whether or not for sale for its own account, pursuant it will, subject to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities ActSection 2.9 hereof, it will each such time give prompt written notice to all Holders registered holders of Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 32.2. Upon the written request of any such Holder holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will will, subject to Section 2.9 hereof, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED provided, however, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offeringwithout prejudice, all Holders however, to the rights of any holder or holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions do so to request that such registration be effected as apply to the other sellers included in such registration, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.under

Right to Include Registrable Securities. If the Company at any time from and after consummation of a Qualified IPO, the date hereof until December 31, 2002 Company proposes to register any of its Common Stock under the Securities Act (other than a (A) any registration on Form S-4 of public sales or S-8, distributions solely by and for the account of the Company of securities issued (x) pursuant to any employee benefit or similar plan or any successor dividend reinvestment plan or other forms promulgated for similar purposes)(y) in any acquisition by the Company, whether or not for sale for its own account, (B) pursuant to any debt financing of the acquisition of the Acquired Businesses or (C) pursuant to Section 2(a) hereof) in connection with a registration statement on which primary offering for cash for the account of the Company, the Company will, each time it is permissible intends to register Registrable Securities for sale to the public under the Securities Acteffect such a registration, it will each such time give prompt written notice to all Holders of Registrable Securities at least ten but no more than 45 days prior to the expected initial filing of a Registration Statement with the SEC pertaining thereto, informing such Holders of its intention intent to do so file such Registration Statement, the expected filing date, and of such the Holders' ’ rights to request the registration of the Registrable Securities held by the Holders under this Section 32(b) (the “Company Notice”). Upon the written request of any such Holder made within 15 ten days after the receipt of any such notice Company Notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Holder and such Holder’s Permitted Transferees and the intended method of distribution thereof), the Company will use its all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holders to the Holders extent required to permit the disposition (in accordance with the intended methods of distribution thereof) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; PROVIDED provided, however, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (iiB) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities case of a determination to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in delay such registration, with such differences, including the Company shall be permitted to delay registration of any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities. The registration may elect, in writing prior rights granted pursuant to the effective date provisions of this Section 2(b)(i) shall be in addition to the registration statement filed in connection with such registration, not rights granted pursuant to register such securities in connection with such registrationthe other provisions of this Section.

Right to Include Registrable Securities. If the Company MLP, at any time after the date hereof until December 31, 2002 or from time to time proposes to register the offering and sale of any of its Common Stock securities under the Securities Act (other than a registration A) on Form S-4 or S-8, S-3 (or any successor to such form) or (B) on Form S-1 (or any successor to such form) in order to effectuate an Initial Public Offering and files (i) such a registration statement or (ii) proposes to do a take down off of an effective shelf registration statement, other forms promulgated for similar purposes)than the FBR Registration Statement, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give MLP shall deliver prompt written notice (which notice shall be given at least 45 days prior to the filing of such registration statement or ten (10) days prior to the filing of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to all Holders of Registrable Securities of its intention to do so undertake such registration or offering, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such Holders' rights ’ right to participate in such registration under this Section 32.1 as hereinafter provided. Upon Subject to the other provisions of this Section 2.1, upon the written request of any such Holder made within 15 20 days with respect to the filing of a registration statement, and within seven (7) days with respect to the filing of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used), after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed registered and the intended method of by such Holderdisposition thereof), the Company will use its reasonable efforts to MLP shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (a “Piggyback Registration”), to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company has been so requested MLP proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities for the period provided in Section 3.1(b). If a Piggyback Registration involves an Underwritten Offering, immediately upon notification to the MLP from the underwriter of the price at which such securities are to be sold, the MLP shall so advise each participating Holder. The Holders requesting inclusion in a Piggyback Registration may, at any time up to and including the time of pricing of the Piggyback Registration Statement (and for any reason), revoke such request by delivering written notice to the Holders thereof; PROVIDED that (i) if, MLP revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior up to and including the effective date time of effectiveness or, if applicable, pricing of the registration statement Piggyback Registration Statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) MLP shall determine for any reason not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company MLP may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the MLP shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith)) subject, however, to the provisions of Section 2.3 and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities case of a determination to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in delay such registration, with the MLP shall be permitted to delay the registration of such differencesRegistrable Securities for the same period as the delay in registering such other securities; provided, including any with respect however, that if such delay shall extend beyond 120 days from the date the MLP received a request to indemnification include Registrable Securities in such Piggyback Registration, then the MLP shall again give all Holders the opportunity to participate therein and liability insurance, as may be customary or appropriate shall follow the notification procedures set forth in combined primary and secondary offeringsthe preceding paragraph. If a registration requested There is no limitation on the number of such Piggyback Registrations pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting 2.1 which the MLP is obligated to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registrationeffect.

Right to Include Registrable Securities. If the Company MLP at any time after the date hereof until December 31, 2002 or from time to time proposes to register any of its Common Stock securities under the Securities Act (other than in a registration on Form S-4 or S-8, Form S-8 or any successor form to such forms) and files (i) a shelf registration statement or (ii) a registration statement, other forms promulgated for similar purposes)than a shelf registration statement, or proposes to do a take down off of an effective shelf registration statement, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give MLP shall deliver prompt written notice (which notice shall be given at least 45 days prior to the filing of such registration statement or ten (10) days prior to the filing of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to all Holders of Registrable Securities of its intention to do so undertake such registration or offering, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such Holders' rights right to participate in such registration under this Section 32.3 as hereinafter provided. Upon Subject to the other provisions of this Section 2.3, upon the written request of any such Holder made within 15 20 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed registered and the intended method of by such Holderdisposition thereof), the Company will use its reasonable efforts to MLP shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (a "Piggyback Registration"), to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company has been so requested MLP proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities for the period provided in Section 3.1(b). If a Piggyback Registration involves an Underwritten Offering, immediately upon notification to the MLP from the underwriter of the price at which such securities are to be sold, the MLP shall so advise each participating Holder. The Holders requesting inclusion in a Piggyback Registration may, at any time up to and including the time of pricing of the Piggyback Registration Statement (and for any reason), revoke such request by delivering written notice to the Holders thereof; PROVIDED that (i) if, MLP revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior up to and including the effective date time of effectiveness or, if applicable, pricing of the registration statement Piggyback Registration Statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) MLP shall determine for any reason not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company MLP may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the MLP shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of Holders to cause such registration to be effected as a Demand Registration under Section 2.2, subject, however, to the provisions of Section 2.5 and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities case of a determination to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in delay such registration, with the MLP shall be permitted to delay the registration of such differencesRegistrable Securities for the same period as the delay in registering such other securities; provided, including any with respect however, that if such delay shall extend beyond 120 days from the date the MLP received a request to indemnification include Registrable Securities in such Piggyback Registration, then the MLP shall again give all Holders the opportunity to participate therein and liability insurance, as may be customary or appropriate shall follow the notification procedures set forth in combined primary and secondary offeringsthe preceding paragraph. If a registration requested There is no limitation on the number of such Piggyback Registrations pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting 2.3 which the MLP is obligated to be included in such effect. The registration may elect, in writing prior rights granted pursuant to the effective date provisions of this Section 2.3 shall be in addition to the registration statement filed in connection with such registration, not rights granted pursuant to register such securities in connection with such registrationthe other provisions of Article 2 hereof.

Right to Include Registrable Securities. If the Company at any time after the date hereof until December 31, 2002 or from time to time proposes to register any of its Common Stock securities under the Securities Act (other than in a registration on Form S-4 or S-8, S-8 or any successor form to such forms and other than pursuant to Section 2.1 or 2.3) whether or not pursuant to registration rights granted to other forms promulgated for similar purposes), holders of its securities and whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give Company shall deliver prompt written notice (which notice shall be given at least 30 days prior to such proposed registration) to all Holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such Holders' rights right to participate in such registration under this Section 32.2 as hereinafter provided. Upon Subject to the other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any such Holder made within 15 30 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed registered and the intended method of by such Holderdisposition thereof), the Company will use its reasonable efforts to shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company has been so requested proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Holders thereof; PROVIDED that (i) if, Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company (or any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any reason not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of Holders to cause such registration to be effected as a registration under Section 2.1 and (iiB) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities case of a determination to the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in delay such registration, with the Company shall be permitted to delay the registration of such differencesRegistrable Securities for the same period as the delay in registering such other securities; provided, including any with respect however, that if such delay shall extend beyond 120 days from the date the Company received a request to indemnification include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and liability insurance, as may be customary or appropriate shall follow the notification procedures set forth in combined primary and secondary offeringsthe preceding paragraph. If a registration requested There is no limitation on the number of such Incidental Registrations pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting 2.2 which the Company is obligated to be included in such effect. The registration may elect, in writing prior rights granted pursuant to the effective date provisions of this Section 2.2 shall be in addition to the registration statement filed in connection with such registration, not rights granted pursuant to register such securities in connection with such registrationthe other provisions of Section 2 hereof.