Common use of Deferral of Filing Clause in Contracts

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) the Company is engaged in or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event"). A deferral of the filing of a registration statement pursuant to this subsection (d) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d), the Company shall promptly (but in any event within five Business Days), upon determining to seek such deferral, deliver to WIC a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf of Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company BBUC may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company BBUC receives the Demand Request, (i) the Company or any of its Subsidiaries are BBUC is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement or Prospectus, as applicable (but would not be required if such registration statement Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BBUC determines in good faith that such disclosure would be materially detrimental to the Company BBUC and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (iib) prior to receiving the Company is engaged in or the Board has Demand Request, BBUC had determined to effect a registered underwritten public offering of the Company's BBUC’s securities for the Company's BBUC’s account and the Company had BBUC has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering offering, or (c) at the time BBUC receives the Demand Request, BBUC is currently engaged in either casea self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a "Deferral Event")violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company's BBUC’s account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d)Section 2.1.6, the Company BBUC shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC the Requesting Holders a certificate signed by an executive officer of BBUC or the Company Board of Directors of BBUC stating that the Company BBUC is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the CompanyBBUC; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. BBUC may defer the filing of a particular Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 sixty (60) days after the Required Filing Date and not more than twice and not more than ninety (or, 90) days in the aggregate in any twelve-month period if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Board of Directors of the Company or any a committee of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure registration would be materially detrimental to the Company and its stockholders stockholders; provided, that the Board of Directors of the Company or would have a material adverse effect on any such confidential negotiations or other confidential business activitiescommittee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The During any calendar year, the Company may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 until a date not later than 120 days 2.2 to after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on the Company or its security holders (any such confidential negotiations or other confidential business activities, or (ii) the Company period during which such filing is engaged in or the Board has determined deferred pursuant to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either casethis Section 2.2.6, a "Deferral Event"“Blackout Period”). The Company may only exercise its right to defer a registration statement pursuant to this Section 2.2.6 twice in any calendar year and for no more than 90 calendar days in the aggregate during such calendar year. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.2.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.2.6, the Company shall promptly (but in any event within five Business Days)10 days, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection Section 2.2.6 (dsubject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 180 days after the Required Filing Date (or, if longer, 120 180 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 3.1.6, the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 3.1.6 only once.

Deferral of Filing. The Company Parent may defer the filing (but not the preparation) of a registration statement or prospectus supplement required by Section 3.1 2.01 until a date not later than 120 sixty (60) days after the Required Filing Date and not more than ninety (or, 90) days in the aggregate in any twelve (12)-month period if longer, 120 days after (a) the effective date Board of Directors of Parent or a committee of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any Board of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure Directors of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board Parent determines in good faith that such disclosure registration would be materially detrimental to the Company Parent and its stockholders stockholders; provided, however, that the Board of Directors of Parent or would have such committee, as applicable, shall, in making such determination, take into consideration the benefit to Parent of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder; provided, further, however, that Parent may not defer a material adverse effect on filing pursuant to this clause (a) more than twice in any such confidential negotiations or other confidential business activitiestwelve (12)-month period with respect to a single offering of Registrable Securities, or (iib) prior to receiving the Company is engaged in or the Board has Demand Request, Parent had determined to effect a registered underwritten public offering of the Company's Parent’s securities for the Company's Parent’s account and the Company Parent had taken substantial steps (including, but not limited to, selecting a managing underwriter underwriters for such offering) and is proceeding with reasonable diligence to effect such offering provided, however, that Parent may not defer a filing pursuant to this clause (b) more than once in either case, any twelve (12)-month period with respect to a "Deferral Event")single offering of Registrable Securities. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations Board of Directors or other activities are disclosed or terminatedsuch committee of the Board of Directors determines that such registration would no longer be materially detrimental to Parent and its stockholders, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company's Parent’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company Parent shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company Parent stating that the Company Parent is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the CompanyParent; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 180 days after the Required Filing Date (or, if longer, 120 180 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, but no later than 90 days thereafter, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 3.1.6, the Company shall promptly (but in any event within five 10 Business Days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 3.1.6 and a general statement of the reason for such deferral (but only to the extent such general statement is in compliance with applicable securities laws) and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Stockholders Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 3.1.6 only once.

Deferral of Filing. The If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may may, upon prior written notice to the Holders, defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a registration statement required by Section 3.1 until a date reasonable period of time not later than 120 to exceed 60 days after the Required Filing Date (or, if longer, 120 60 days after the effective filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are subsidiaries is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such registration statement Registration Statement (but would not be required if such registration statement Registration Statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities(an “Adverse Disclosure”), or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account Company Primary Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, but not limited towithout limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement Registration Statement pursuant to this subsection (d) Section 2.2.3 shall be lifted, and the requested registration statement Registration Statement shall be filed forthwithpromptly, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account proposed Company Primary Offering is either consummated completed or abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this subsection (d)Section 2.2.3, the Company shall promptly (but in any event within five Business Days(5) days), upon determining to seek such deferral, deliver to WIC each Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral Section 2.2.3 and an approximation of the anticipated delay. Within 20 days On the 20th day after receiving the Private Equity Holders have received such certificate, WIC on behalf of Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20th day, the Private Equity Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to have been made for all purposes of this Agreementbe withdrawn.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 2.1 until a date not later than 120 days after the Required Filing Date (ori) for a period not to exceed one hundred eighty (180) days, if longerif, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, there exists a Material Disclosure Event, or (iii) for a period not to exceed one hundred eighty (180) days, if, at the time the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activitiesreceives the Demand Request, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith in its reasonable judgment that such disclosure Demand Registration would be (A) materially detrimental to and adversely interfere with a significant acquisition, corporate organization or other similar transaction involving the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (iiB) render the Company is engaged in unable to comply with requirements under the Securities Act or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")Exchange Act. A deferral of the filing of a registration statement pursuant to the first sentence of this subsection (dSection 2.1(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the acquisition, corporate organization or similar transaction is abandoned, or, in the cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Demand Registration would no longer render the Company unable to comply with the Requirements under the Securities Act or the Exchange Act; provided, however, that in no event shall a deferral of the filing of a registration for statement pursuant to the Company's account is either consummated or abandonedfirst sentence of this Section 2.1(f) exceed one hundred eighty (180) days. In order to defer the filing of a registration statement pursuant to the first sentence of this subsection (dSection 2.1(f), the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 2.1(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementAgreement and the Company shall pay all expenses of such withdrawn Demand Registration in accordance with Section 2.7 hereof. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1(f) only once in any consecutive twelve (12)-month period; provided that any deferral pursuant to the first sentence of this Section 2.1(f) shall be deemed to be a “Suspension Period” for purposes of Section 2.6 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.6. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.1(f) and all facts and circumstances relating to such exercise until such information is made public by the Company.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days after the Required Filing Date Shelf Registration Statement if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed)) and the Board determines in good faith that such disclosure would be materially detrimental to the Company or (ii) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have Company, until a material adverse effect on any such confidential negotiations or other confidential business activities, date not later than 60 days after the Required Filing Date or (iib) the Company is engaged in or prior to receiving such Demand Request, the Board has had determined to effect a registered underwritten public offering an Underwritten Offering of the Company's ’s equity securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering (offering, until a date not later than the end of the lock-up period referred to in either case, a "Deferral Event")the underwriting agreement relating to such Underwritten Offering. A deferral of the filing of a registration statement the Shelf Registration Statement pursuant to this subsection (d) Section 4.1 shall be lifted, and the requested registration statement Shelf Registration Statement shall be filed forthwithas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, or in the case of a deferral pursuant to clause (iib) of the preceding sentence, the registration proposed Underwritten Offering for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement the Shelf Registration Statement pursuant to this subsection (d)Section 4.1, the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 4.1 and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within 20 days after receiving such certificate, WIC on behalf of Purchaser the Majority Holders may withdraw such the Demand Request by giving written notice to the Company; if , but following such withdrawal, the Holders shall be prohibited from making a Demand Request until the end of the deferral period as contemplated by this Section 4.1. If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of the Shelf Registration Statement pursuant to this Section 4.1 only two times during any 12-month period.

Deferral of Filing. The Company BPY may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company BPY receives the Demand Request, (i) the Company or any of its Subsidiaries are BPY is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement or Prospectus, as applicable (but would not be required if such registration statement Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the general partner of BPY determines in good faith that such disclosure would be materially detrimental to the Company BPY and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesunitholders, or (iib) prior to receiving the Company is engaged in or the Board has Demand Request, BPY had determined to effect a registered underwritten public offering of the Company's BPY’s securities for the Company's BPY’s account and the Company BPY had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering offering, or (c) at the time BPY receives the Demand Request, BPY is currently engaged in either casea self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a "Deferral Event")violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company's BPY’s account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d)Section 2.1.6, the Company BPY shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC the Requesting Holders a certificate signed by an executive officer or the Board of Directors of the Company general partner of BPY stating that the Company BPY is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the CompanyBPY; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. BPY may defer the filing of a particular Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 hereunder until a date not later than 120 45 days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) the Company is engaged in or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")stockholders. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 8.8 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 8.8, the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Demand Holder a certificate signed by an executive officer the President or Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 8.8 and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Securities held by the Demand Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 8.8 only once in any 12-month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 Sections 2 or 4 until a date not later than 120 60 days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (ii) the Company had received, prior to receiving the Demand Request, a separate written demand request from a different person or group of persons having contractual rights (whether exercisable alone or in connection with other rights) to require the Company to file a registration statement (a "preferred request") and is engaged in proceeding with reasonable diligence to comply with the preferred request, or (iii) prior to receiving the Demand Request, the Board has of Directors had formally determined to effect a registered underwritten public offering of the Company's equity securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting and entering into a letter of intent with the managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 5(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the preferred request is withdrawn or effected, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 5(b), the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 5(b) and a general statement of the reason for such deferral and an approximation of basis therefor in reasonable detail; provided, that the anticipated delayCompany may not utilize this right more than [twice] in any 12-month period. Within 20 days Business Days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request or the Shelf Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board board of directors of the Company or a committee of the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Majority Holders for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once.

Deferral of Filing. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board board of directors of the Company or a committee of the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, ) or (ii) it is within one hundred eighty (180) days of the effective date of any other registration of securities of the Company is engaged in (other than any registration on Form S-8 under the Securities Act (or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (any comparable form)), including, but not limited towithout limitation, selecting a managing underwriter for such offeringwithin one hundred eighty (180) and is proceeding with reasonable diligence days of any registration pursuant to effect such offering (in either case, a "Deferral Event")this Section 2. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delaySection 2.1.6. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once within any one hundred eighty (180) day period.

Deferral of Filing. The Company may may, in its sole and absolute discretion, defer the filing (but not and the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days after the Required Filing Date Article II if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities(b) prior to receiving the Demand Request, or (ii) the Company is engaged in or the Board has of Directors had determined to effect a registered underwritten public offering of the Company's equity securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 4.3 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 4.3, the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC TCB a certificate signed by an executive officer the President and CEO of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 4.3 and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser TCB, with respect to the Registrable Securities held by TCB for which registration was previously requested, may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the such Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 4.3 without limitation as to the number or length of any such deferrals.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 180 days after the Required Filing Date (or, if longer, 120 180 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 3.1.6, the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder and each holder of Other Registrable Shares that requested the inclusion of shares in the Demand Registration a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 3.1.6 only once.

Deferral of Filing. The Company BIPC may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company BIPC receives the Demand Request, (i) the Company or any of its Subsidiaries are BIPC is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement or Prospectus, as applicable (but would not be required if such registration statement Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BIPC determines in good faith that such disclosure would be materially detrimental to the Company BIPC and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (iib) prior to receiving the Company is engaged in or the Board has Demand Request, BIPC had determined to effect a registered underwritten public offering of the CompanyBIPC's securities for the CompanyBIPC's account and the Company had BIPC has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering offering, or (c) at the time BIPC receives the Demand Request, BIPC is currently engaged in either casea self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a "Deferral Event")violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the CompanyBIPC's account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d)Section 2.1.6, the Company BIPC shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC the Requesting Holders a certificate signed by an executive officer of BIPC or the Company Board of Directors of BIPC stating that the Company BIPC is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the CompanyBIPC; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. BIPC may defer the filing of a particular Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 sixty (60) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board board of directors of the Company or a committee of the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once and may not defer the filing of more than one (1) registration statement in any twelve (12) month period.

Deferral of Filing. The Company OSI may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days after the Required Filing Date 2 if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company OSI receives the Demand Request, (i) the Company or any of its Subsidiaries are OSI is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of OSI determines in good faith that such disclosure would not be materially detrimental to in the Company best interests of OSI and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the CompanyOSI's equity securities for the CompanyOSI's account and the Company OSI had taken substantial steps (including, but not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the CompanyOSI's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company OSI shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer the President of the Company stating that the Company OSI is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delaySection 4(c). Within 20 twenty days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request request by giving notice to the CompanyOSI; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. OSI may defer the filing of a particular registration statement pursuant to this Section 4(c) for a period of 45 days in any three month period and of all registration statements for a total of 90 days during any twelve month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by this Section 3.1 2.2 until a date not later than 120 days after the Required Filing Date (ori) for a period not to exceed one hundred eighty (180) days, if longerif, 120 days after at the effective date of time the registration statement contemplated by clause Company receives the Demand Request, there exists a Material Disclosure Event, or (ii) belowfor a period not to exceed one hundred eighty (180) days, if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith its reasonable judgment that such disclosure Underwritten Registration would be (A) materially detrimental to interfere with a significant acquisition, corporate organization or other similar transaction involving the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (iiB) render the Company is engaged in unable to comply with requirements under the Securities Act or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")Exchange Act. A deferral of the filing of a registration statement Registration Statement pursuant to this subsection (dSection 2.2(g) shall be lifted, and the requested registration statement Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the registration for acquisition, corporate organization or similar transaction is abandoned, or, in the Company's account is either consummated cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Underwritten Registration would no longer render the Company unable to comply with the requirements under the Securities Act or abandonedthe Exchange Act. In order to defer the filing of a registration statement Registration Statement pursuant to this subsection (dSection 2.2(g), the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and Section 2.2(g), a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementAgreement and the Company shall pay all expenses of such withdrawn Underwritten Registration in accordance with Section 2.7 hereof. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2.2(g) only once in any consecutive twelve (12)-month period; provided that any deferral pursuant to this Section 2.2(g) shall be deemed to be a “Suspension Period” for purposes of Section 2.6 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.6. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.2(g) and all facts and circumstances relating to such exercise until such information is made public by the Company.

Deferral of Filing. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days after the Required Filing Date 2.1 if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), ) and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have Company, until a material adverse effect on any such confidential negotiations or other confidential business activities, date not later than 60 days after the Required Filing Date or (ii) subject to Section 2.1(e), the Company had received, prior to receiving such Demand Request, a Demand Request from a different group of Requesting Holders (a “Preferred Request”) and is engaged proceeding with reasonable diligence to comply with the Preferred Request, until a date not later than the later of (A) six months after the effective date of such Preferred Request or (B) the end of the holdback period referred to in Section 2.3(a) above with respect to such Preferred Request or (iii) prior to receiving such Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's ’s equity securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering (offering, until a date not later than the end of the holdback period referred to in either case, a "Deferral Event")Section 2.3(a) above with respect to such offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 2.3(c) shall be lifted, and the requested registration statement shall be filed forthwithas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the Preferred Request is withdrawn, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 2.3(c), the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 2.3(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within 20 days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a Demand Registration pursuant to this Section 2.3(c) only one time during any 12-month period. Nothing in this paragraph shall affect the rights of the Holders under Section 2.2 to participate in any such Demand Registration at such time as the filing deferral is lifted in accordance with this Section 2.3(c).

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 2.01, in addition to any Suspension pursuant to Section 3.03, until a date not later than 120 forty-five (45) days after the Required Filing Date (orDate, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives prior to receiving the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account pursuant to a registration statement to be filed by the Company and the Company has complied with Section 2.02 hereof, and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 2.01(e)(iv) shall be lifted, and the requested registration statement shall be filed forthwith, if, in if the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 2.01(e)(iv), the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Demanding Shareholder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 2.01(e)(iv) and a general statement of the reason for the Board’s determination to make such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Demanding Shareholders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.01(e)(iv) only twice.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 hereof until a date not later than 120 90 days after the Required Filing Date (or, if longer, 120 90 days after the effective date of the registration statement contemplated by clause (ii) below) if (a) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (iib) prior to receiving the Company is engaged in or Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.8 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.8, the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder, as applicable, a certificate signed by an executive officer of the Company stating that the Board has determined in good faith that the Company is deferring such filing pursuant to this subsection (d) and Section 2.8 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders, as applicable, and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.8 only once in any twelve-month period. The Company may defer a Shelf Takedown on the same terms as it may defer the filing of a registration statement under this Section 2.8, provided the 90 day deferral period shall be measured from the date the Company receives the Demand Request. If the Company declines to file any registration statement pursuant to this Section 2.8(a), it shall not file any registration statement (other than, in the case of clause (b) above, an Excluded Registration or such registration or offering giving rise to such right under clause (b)) without the prior written approval of the Demand Holders, which approval may be withheld at the Demand Holders’ sole discretion, unless and until it files a registration statement including Registrable Shares under Section 2.1 hereof.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after i) a Material Transaction exists at the effective date time of the registration statement contemplated by clause such Required Filing Date; (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (iiiii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 2.1(vi) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (iii) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iiiii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 2.1(vi), the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 2.1(vi) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1(vi)(a) once in any twelve (12) month rolling period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2 until a date not later than 120 60 days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activitiesactivities that would be material to the Company, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesCompany, or (ii) subject to Section 2(e), the Company had received, prior to receiving the Demand Request, a Demand Request from a different group of Requesting Holders (a "preferred request") and is engaged in proceeding with reasonable diligence to comply with the preferred request, or (iii) prior to receiving the Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's equity securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the preferred request is withdrawn, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 4(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within 20 days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a Demand Registration pursuant to this Section 4(c) only one time during any 12 month period.

Deferral of Filing. The Company BBP may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company BBP receives the Demand Request, (i) the Company or any of its Subsidiaries are BBP is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement or Prospectus, as applicable (but would not be required if such registration statement Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the general partner of BBP determines in good faith that such disclosure would be materially detrimental to the Company BBP and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesunitholders, or (iib) prior to receiving the Company is engaged in or the Board has Demand Request, BBP had determined to effect a registered underwritten public offering of the Company's BBP’s securities for the Company's BBP’s account and the Company BBP had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering offering, or (c) at the time BBP receives the Demand Request, BBP is currently engaged in either casea self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a "Deferral Event")violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company's BBP’s account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d)Section 2.1.6, the Company BBP shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC the Requesting Holders a certificate signed by an executive officer or the Board of Directors of the Company general partner of BBP stating that the Company BBP is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the CompanyBBP; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. BBP may defer the filing of a particular Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. (a) The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date and not more than once in any six-month period if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders stockholders; provided, that the Board of Directors of the Company or would have a material adverse effect on any such confidential negotiations or other confidential business activitiescommittee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only once.

Deferral of Filing. The Notwithstanding anything to the contrary in this Agreement, the Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 3 until a date not later than 120 60 days (less the number of days during the previous twelve months that the use of a prospectus was suspended pursuant to this Section 5 or Section 11(a)) after the Required Filing Date (or, if longer, 120 days after the effective date of receipt by the registration statement contemplated by clause (ii) below) Company of a request for a Demand Registration if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are such request it is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), ) and the Board Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) the Company is engaged in or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")shareholders. A deferral of Any registration statement the filing of a registration statement which is deferred pursuant to this subsection (d) shall be lifted, and the requested registration statement foregoing shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, forthwith if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 5, the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each requesting holder a certificate signed by an executive officer the President or Chief Financial Officer of the Company stating that the Company is deferring such filing pursuant to in accordance with this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delaySection 5. Within 20 days after receiving such certificate, WIC on behalf of Purchaser the requesting holder may withdraw such Demand Request request by giving notice to the Company; , and, if withdrawn, the request for a Demand Request Registration shall be deemed not to have been made for all purposes of this Agreement, provided that the Company may defer the filing of a registration statement pursuant to the foregoing not more than once during any twelve month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 forty-five (45) days after the Required Filing Date (or, and not more than once in any twelve-month period if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Board of Directors of the Company or any a committee of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure registration would be materially detrimental to the Company and its stockholders stockholders; provided, that the Board of Directors of the Company or would have a material adverse effect on any such confidential negotiations or other confidential business activitiescommittee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's account and ’s account, the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, and the managing underwriter for such offering (has determined that, in either casesuch firm’s judgment, a "Deferral Event")the filing of the requested registration statement at the time and on the terms requested would materially and adversely affect such underwritten public offering of the Company’s securities for the Company’s account. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Days(5) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company Corporation may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 5.4(f) until a date not later than 120 one hundred eighty (180) days after the Required Filing Date (or, if longer, 120 one hundred eighty (180) days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company Corporation receives the Demand Request, (i) the Company Corporation or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company Corporation and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's Corporation’s securities for the Company's Corporation’s account and the Company Corporation had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 5.4(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's Corporation’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 5.4(f), the Company Corporation shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC the Requesting Holder a certificate signed by an executive officer of the Company Corporation stating that the Company Corporation is deferring such filing pursuant to this subsection (dSection 5.4(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. The fact that any certificate is so delivered to a Requesting Holder shall be held confidential by the Requesting Holder in the same manner as it causes its non-public information to be held confidential. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the Company; if Corporation. If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Stockholders Agreement. The Corporation may defer the filing of a particular registration statement pursuant to this Section 5.4(f) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by this Section 3.1 2.2 until a date not later than 120 days after the Required Filing Date (ori) for a period not to exceed one hundred eighty (180) days, if longerif, 120 days after at the effective date of time the registration statement contemplated by clause Company receives the Demand Request, there exists a Material Disclosure Event, or (ii) belowfor a period not to exceed one hundred eighty (180) days, if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith its reasonable judgment that such disclosure Underwritten Registration would be (A) materially detrimental to interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (iiB) render the Company is engaged in unable to comply with requirements under the Securities Act or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")Exchange Act. A deferral of the filing of a registration statement Registration Statement pursuant to this subsection (dSection 2.2(g) shall be lifted, and the requested registration statement Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the registration for acquisition, corporate organization, financing, securities offering or similar transaction is abandoned, or, in the Company's account is either consummated cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Underwritten Registration would no longer render the Company unable to comply with the requirements under the Securities Act or abandonedthe Exchange Act. In order to defer the filing of a registration statement Registration Statement pursuant to this subsection (dSection 2.2(g), the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and Section 2.2(g), a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementAgreement and the Company shall pay all expenses of such withdrawn Underwritten Registration in accordance with Section 2.8 hereof. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2.2(g) only once in any consecutive twelve (12)-month period; provided that any deferral pursuant to this Section 2.2(g) shall be deemed to be a “Suspension Period” for purposes of Section 2.7 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.7. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.2(g) and all facts and circumstances relating to such exercise until such information is made public by the Company.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.2 until a date not later than 120 days after the Required Filing Date Company's receipt of a Demand Request (or, if longer, 120 90 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 2.2(d) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 2.2(d), the Company shall promptly (but in any event within five Business Days10 business days), upon determining to seek such deferral, deliver to WIC Purchaser a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 2.2(d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf of Purchaser may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.. In the event of a deferral effected pursuant to clause (ii) of the first sentence of this Section 2.2(d), if shares of Common Stock of other Company shareholders are to be included for sale in such registered underwritten public offering, Purchaser will be offered the opportunity to include in such offering the shares of Registrable Securities that were requested to be included in the Demand Request, subject to (i) reduction or exclusion on a pro rata basis with other Company shareholders to the extent the managing underwriter or underwriters advise the Company that inclusion of such Registrable Securities may have a material adverse effect on the offering and

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days after the Required Filing Date 2 if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (iA) the Company or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed)) and the Board determines in good faith that such disclosure would be materially detrimental to the Company or (B) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have Company, until a material adverse effect on any such confidential negotiations or other confidential business activities, date not later than 60 days after the Required Filing Date or (ii) the Company is engaged in or prior to receiving such Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's ’s equity securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering (offering, until a date not later than the end of the Lock-Up Period referred to in either case, a "Deferral Event")Section 4(a) above with respect to such offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwithas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, or in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 4(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within 20 days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Registration Rights Agreement. The Company may defer the filing of a Demand Registration pursuant to this Section 4(c) only two times during any 12 month period. Nothing in this paragraph shall affect the rights of the Holders under Section 3 to participate in any such Demand Registration at such time as the filing deferral is lifted in accordance with this Section 4(c).

Deferral of Filing. The During any calendar year, the Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days 2.1 to after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on the Company and its security holders (any such confidential negotiations or other confidential business activities, or (ii) the Company period during which such filing is engaged in or the Board has determined deferred pursuant to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either casethis Section 2.1.7, a "Deferral Event"“Blackout Period”). The Company may only exercise its right to defer a registration statement pursuant to this Section 2.1.7 twice in any calendar year and for no more than ninety (90) calendar days in the aggregate during such calendar year. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.7 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.7, the Company shall promptly within ten (but in any event within five Business Days)10) days, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection Section 2.1.7 (dsubject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by Section 3.1 3(a) until a date not later than 120 90 days after the Required Filing Date proposed filing date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are subsidiaries is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement (but would not be required if such registration statement Registration Statement were not filed), ) and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) the Board of Directors of the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (and the Board of Directors of the Company determines in either casegood faith that the filing of a Registration Statement pursuant to Section 3(a), a "Deferral Event")in light of the intended method of distribution, would materially adversely affect such offering. A deferral of the filing of a registration statement Registration Statement pursuant to this subsection (dSection 3(d) shall be lifted, lifted and the requested registration statement Registration Statement shall be filed forthwith, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this subsection (dSection 3(d), the Company shall promptly (but in any event within five Business Daysten days), upon determining to seek such deferral, deliver to WIC a certificate signed by an executive officer of the Company Holders, written notice stating that the Company is deferring such filing pursuant to this subsection (dSection 3(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf of Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company Issuer may defer the filing (but not the preparation) of a registration statement required by Section 3.1 7.01(a) until a date not later than 120 90 days after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause Demand Notice if (iii) below) if at the time the Company Issuer receives the Demand RequestNotice, (i) the Company Issuer or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company Issuer and its stockholders shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, activities or (ii) prior to receiving the Company is engaged in or Demand Notice, the Board has had determined to effect a registered underwritten public offering of the CompanyIssuer's securities for the Company's account and the Company Issuer had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 7.01(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 7.01(b), the Company Issuer shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and Issuer setting forth a general statement of the reason for such deferral and an approximation of the anticipated delay, which information the Sellers shall treat as confidential. Within 20 days after receiving such certificate, WIC on behalf Sellers holding a majority in interest of Purchaser the Warrant Stock for which registration was previously requested may withdraw such Demand Request request by giving notice to the CompanyIssuer; if withdrawn, the Demand Request Notice shall be deemed not to have been made for all purposes of this Agreement.. The Issuer may not invoke its right to defer the filing of a registration statement under this Section 7.01(b) more than once in any twelve month period. Warrant Agreement

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 2.1 until a date not later than 120 days after the Required Filing Date (ori) for a period not to exceed 90 days, if longerif, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have there exists a material adverse effect on any such confidential negotiations or other confidential business activitiesMaterial Disclosure Event, or (ii) for a period not to exceed 180 days, if, prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's Company Common Stock, or securities convertible into or exchangeable for Company Common Stock, for the Company's account in connection with a material public financing transaction and the Company had taken substantial steps (including, but not limited to, including selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 2.1(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated abandoned or abandonedthe filing of a registration statement with respect to any such proposed registration is delayed by more than 180 days from the time of receipt of the applicable Demand Request. In order to defer the filing of a registration statement pursuant to this subsection (dSection 2.1(f), the Company shall promptly (but in any event within five Business Daysten days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and Section 2.1(f), a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Shares for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1(f) only twice in any consecutive 12-month period; provided that any deferral pursuant to clause (i) of the first sentence of this Section 2.1(f) shall be deemed to be a "Suspension Period" for purposes of Section 2.6 and shall be subject to the limitations on Suspension Periods set forth in Section 2.6.

Deferral of Filing. The Subject to Section 3.3, the Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 75 days after the Required Filing Date (or, if longer, 120 75 days after the effective date of the registration statement contemplated by clause (ii) belowof this Section 3.1.6) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, including selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 3.1.6, the Company shall promptly (but in any event within five Business Days15 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within After receiving such certificate and (x), until 20 days after receiving such certificatenotification from the Company that the deferral has been lifted or (y) the end of the deferral period, WIC on behalf whichever is earlier, the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders may withdraw such Demand Request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 3.1.6 only once.

Deferral of Filing. The Company OSI may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days after the Required Filing Date 2 if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company OSI receives the Demand Request, (i) the Company or any of its Subsidiaries are OSI is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of OSI determines in good faith that such disclosure would not be materially detrimental to in the Company best interests of OSI and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the CompanyOSI's equity securities for the CompanyOSI's account and the Company OSI had taken substantial steps (including, but not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the CompanyOSI's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company OSI shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a 7 8 certificate signed by an executive officer the President of the Company stating that the Company OSI is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delaySection 4(c). Within 20 twenty days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request request by giving notice to the CompanyOSI; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. OSI may defer the filing of a particular registration statement pursuant to this Section 4(c) for a period of 45 days in any three month period and of all registration statements for a total of 90 days during any twelve month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2 until a date not later than 120 90 days after the Required Filing Date (or, if longer, 120 90 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activitiesactivities or developments (such negotiations, activities or developments referred to herein as "Pending Matters"), disclosure of which would be required may, in such registration statement the good faith judgment of the Board of Directors, materially and adversely affect the Company (but would not be required if such registration statement were not filed), and the Board determines in good faith that Company shall use its best efforts to resolve such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesPending Matters as soon as possible), or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has determined to effect of Directors had been considering a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (includingBoard of Directors determines, but in its good faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be a Material Adverse Effect on the proposed public offering; provided, however, that the aggregate number of days such filings are so deferred may not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")exceed 120 days during any consecutive 360 day period. A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or negotiations, other activities or developments are publicly disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delaySection 4(c). Within 20 five days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement; if not withdrawn, the Demand Request shall remain in effect and the Company shall comply with its obligations specified herein with respect to such Demand Request as set forth in the second sentence of this Section 4(c).

Deferral of Filing. The During any calendar year, the Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days 2.1 to after the Required Filing Date (or, if longer, 120 i) for no more than thirty (30) days after the effective date of the registration statement contemplated by clause (ii) below) during such calendar year if at the time the Company receives the Demand Request, the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such filing would be materially detrimental to the Company, any of its Subsidiaries or the stockholders of the Company, and (ii) for no more than one hundred twenty (120) days less the number of days utilized pursuant to clause (i) above during such calendar year if at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on the Company and its stockholders (any such confidential negotiations or other confidential business activitiesperiod during which such filing is deferred pursuant to this Section 2.1.6, or a “Blackout Period”). The Company may only exercise its right to defer a registration statement pursuant to this Section 2.1.6 twice in any calendar year and, considered together with any Suspension Period (iias defined in Section 2.6), (a) the Company is engaged in or the Board has determined for no more than thirty (30) calendar days with respect to effect a registered underwritten public offering items of the Company's securities type covered by clause (i) above and (b) for no more than one hundred and twenty (120) days less the Company's account and number of days covered by clause (a) above in the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for aggregate during such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")calendar year. A deferral of the filing of a registration statement pursuant to this subsection (dSection 2.1.6(ii) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly within ten (but in any event within five Business Days)10) days, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection Section 2.1.6 (dsubject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser RTA may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board board of directors of the Company or a committee of the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6(a) only twice.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 2.1 until a date not later than 120 days after the Required Filing Date (ori) for a period not to exceed one hundred eighty (180), if longerif, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have there exists a material adverse effect on any such confidential negotiations or other confidential business activitiesMaterial Disclosure Event, or (ii) for a period not to exceed one hundred eighty (180), if, at the time the Company is engaged in or receives the Demand Request, the Board has determined to effect determines in its reasonable judgment that such Demand Registration would (A) materially interfere with a registered underwritten public offering of the Company's securities for the Company's account and significant acquisition, corporate organization or other similar transaction involving the Company had taken substantial steps or (including, but not limited to, selecting a managing underwriter for such offeringB) and is proceeding render the Company unable to comply with reasonable diligence to effect such offering (in either case, a "Deferral Event")requirements under the Securities Act or Exchange Act. A deferral of the filing of a registration statement pursuant to this subsection (dSection 2.1(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the registration for acquisition, corporate organization or similar transaction is abandoned, or, in the Company's account is either consummated cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Demand Registration would no longer render the Company unable to comply with the Requirements under the Securities Act or abandonedthe Exchange Act. In order to defer the filing of a registration statement pursuant to this subsection (dSection 2.1(f), the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and Section 2.1(f), a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementAgreement and the Company shall pay all expenses of such withdrawn Demand Registration in accordance with Section 2.7 hereof. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1(f) only once in any consecutive twelve (12)-month period; provided that any deferral pursuant to this Section 2.1(f) shall be deemed to be a “Suspension Period” for purposes of Section 2.6 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.6. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.1(f) and all facts and circumstances relating to such exercise until such information is made public by the Company.

Deferral of Filing. The Company Partnership may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company Partnership receives the Demand Request, (i) the Company or any of its Subsidiaries are Partnership is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the general partner of the Partnership determines in good faith that such disclosure would be materially detrimental to the Company Partnership and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesunitholders, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has Partnership had determined to effect a registered underwritten public offering of the Company's Partnership’s securities for the Company's Partnership’s account and the Company Partnership had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's Partnership’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company Partnership shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC Brookfield a certificate signed by an executive officer of the Company Partnership stating that the Company Partnership is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser Brookfield may withdraw such Demand Request by giving notice to the CompanyPartnership; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Partnership may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company Trust may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company Trust receives the Demand Request, (i) the Company Trust or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board board of trustees of the Trust or a majority of the Independent Trustees determines in good faith that such disclosure would be materially detrimental to the Company Trust and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has Trust had determined to effect a registered underwritten public offering of the CompanyTrust's securities for the CompanyTrust's account and the Company Trust had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is and, at the time of receipt of the Demand Registration, was proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithas promptly as practicable, subject to Section 2.1.1(b), if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the CompanyTrust's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company Trust shall promptly (but in any event within five Business Days(5) business days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company Trust stating that the Company Trust is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Majority Holders for which registration was previously requested may withdraw such Demand Request by giving notice to the CompanyTrust; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company Issuer may defer the filing (but not the preparation) of a registration statement required by Section 3.1 7.01(a) until a date not later than 120 90 days after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause Demand Notice if (iii) below) if at the time the Company Issuer receives the Demand RequestNotice, (i) the Company Issuer or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company Issuer and its stockholders shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) the Company is engaged in or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event"). A deferral of the filing of a registration statement pursuant to this subsection (dSection 7.01(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 7.01(c), the Company Issuer shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and Issuer setting forth a general statement of the reason for such deferral and an approximation of the anticipated delay, which information the Sellers shall treat as confidential. Within 20 days after receiving such certificate, WIC on behalf Sellers holding a majority in interest of Purchaser the Warrant Stock for which registration was previously requested may withdraw such Demand Request request by giving notice to the CompanyIssuer; if withdrawn, the Demand Request Notice shall be deemed not to have been made for all purposes of this Agreement. The Issuer may not invoke its right to defer the filing of a registration statement under this Section 7.01(c) more than once in any twelve month period.

Deferral of Filing. The If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may may, upon prior written notice to the Holders, defer (but not more than twice in any 12-month period, and not within 120 days of any prior deferral) the filing or effectiveness (but not the preparation) of the Registration Statement or any amendment or supplement for a registration statement required by Section 3.1 until Shelf Registration Statement for the Demand Offering for a date reasonable period of time not later than 120 to exceed 60 days after the Required Filing Date (or, if longer, 120 60 days after the effective filing date of the registration statement contemplated by clause (iib) below) if (a) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are subsidiaries is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such registration statement Registration Statement (but would not be required if such registration statement Registration Statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities(an “Adverse Disclosure”), or (iib) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account Company Public Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, but not limited towithout limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement Registration Statement pursuant to this subsection (d) Section 2.2.3 shall be lifted, and the requested registration statement Registration Statement shall be filed forthwithpromptly, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the registration for the Company's account proposed Company Public Offering is either consummated completed or abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this subsection (d)Section 2.2.3, the Company shall promptly (but in any event within five Business Days(5) days), upon determining to seek such deferral, deliver to WIC each Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral Section 2.2.3 and an approximation of the length of the anticipated delay. Within 20 days On the 20th day after receiving the Trident Holders have received such certificate, WIC on behalf of Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20th day, the Trident Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to have been made for all purposes of this Agreementbe withdrawn.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 SECTION 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board board of directors of the Company or a committee of the board of directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) SECTION 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwithimmediately, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)SECTION 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) SECTION 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this SECTION 2.1.6(a) only twice.

Deferral of Filing. The Company may defer the filing (but not ------------------- the preparation) of a any registration statement required by Section 3.1 until 2 for a date not later than 120 days after the Required Filing Date (or, if longer, 120 days after the effective date period of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, up to: (i) 45 days in the event that the Company or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) 120 days in the event that the Board of Directors of the Company is engaged in or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken takes substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding proceeds with reasonable diligence to effect such offering offering; provided that if such determination is made by the Board of Directors after receipt of a Demand Registration request, the Board prior to such request shall have commenced negotiations with an underwriter with respect to such offering; and provided further, however, that during any period of 360 consecutive days, Holders shall not be subject to deferrals pursuant to the Company's exercise of deferral rights for a period of at least 180 consecutive days (in either casewhich deferral period shall coincide with the deferral period permitted under Section 2(d) of that certain Registration Rights Agreement, a "Deferral Event"dated the date hereof, between the Company and CapZ Fund). A deferral of the filing of a registration statement pursuant to this subsection (dSection 2(d) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed terminated or terminatedthe transaction contemplated by such negotiations or other activities are consummated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 2(d), the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Initiating Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 2(d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf of Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.the

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 12.01(a) until a date not later than 120 60 days after in the Required Filing Date case of clause (i) below and, in the case of clause (ii) below, 180 days (or, if longer, 120 90 days after the effective date of the registration statement contemplated by clause (ii) below), after the date of the Demand Notice if (i) if at the time the Company receives the Demand RequestNotice, (i) the Company or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Notice, the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 12.01(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 12.01(c), the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 12.01(c) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 15 days after receiving such certificate, WIC on behalf Seller's holding a majority in interest of Purchaser the Warrant Stock Warrant Agreement ----------------- for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request Notice shall be deemed not to have been made for all purposes of this Agreement. The Company may not invoke its right to defer the filing of a registration statement under this Section 12.01(c) more than once in any eighteen month period.

Deferral of Filing. The Company Corporation may defer the filing (but not the ------------------ preparation) of a registration statement required by Section 3.1 2 until a date not later than 120 45 days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company Corporation receives the Demand Request, (i) the Company Corporation or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Corporation determines in good faith that such disclosure would be materially detrimental to the Company Corporation and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the CompanyCorporation's equity securities for the CompanyCorporation's account and the Company Corporation had taken substantial steps (including, but not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the CompanyCorporation's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company Corporation shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC a certificate signed by an executive officer of the Company stating notify each Requesting Holder that the Company Corporation is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delaySection 4(c). Within 20 twenty days after receiving such certificatenotice, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request request by giving notice to the CompanyCorporation; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Corporation may defer the filing of a particular registration statement pursuant to this Section 4(c) no more than twice during any twelve month period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 ‎2.1 until a date not later than 120 forty-five (45) days after the Required Filing Date (or, and not more than once in any twelve-month period if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Board of Directors of the Company or any a committee of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure registration would be materially detrimental to the Company and its stockholders stockholders; provided, that the Board of Directors of the Company or would have a material adverse effect on any such confidential negotiations or other confidential business activitiescommittee, as applicable, shall, in making such determination, take into consideration the benefit to the Company of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder, or (ii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's ’s securities for the Company's account and ’s account, the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, and the managing underwriter for such offering (has determined that, in either casesuch firm’s judgment, a "Deferral Event")the filing of the requested registration statement at the time and on the terms requested would materially and adversely affect such underwritten public offering of the Company’s securities for the Company’s account. A deferral of the filing of a registration statement pursuant to this subsection (d) Section ‎‎‎2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section ‎‎‎2.1.6, the Company shall promptly (but in any event within five Business Days(5) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section ‎‎‎2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section ‎2.1.6 only once.

Deferral of Filing. The If a Demand Request is received and there is not an effective Shelf Registration Statement on file with the SEC, the Company may may, upon prior written notice to the Holders, defer (but not more than once in any 12-month period) the filing (but not the preparation) of the Registration Statement for the Demand Offering for a registration statement required by Section 3.1 until a date reasonable period of time not later than 120 to exceed sixty (60) days after the Required Filing Date (or, if longer, 120 sixty (60) days after the effective filing date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are subsidiaries is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in connection with such registration statement Registration Statement (but would not be required if such registration statement Registration Statement were not filed), and the Board of Directors determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities(an “Adverse Disclosure”), or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account Company Primary Offering pursuant to Section 2.3, and the Company had taken substantial steps (including, but not limited towithout limitation, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement Registration Statement pursuant to this subsection (d) Section 2.2.3 shall be lifted, and the requested registration statement Registration Statement shall be filed forthwithpromptly, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account proposed Company Primary Offering is either consummated completed or abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this subsection (d)Section 2.2.3, the Company shall promptly (but in any event within five Business Days(5) days), upon determining to seek such deferral, deliver to WIC each Holder requesting inclusion of Registrable Shares in the Demand Offering a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral Section 2.2.3 and an approximation of the anticipated delay. Within 20 days On the 20th day after receiving the Holders have received such certificate, WIC on behalf of Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed withdrawn automatically unless, prior to such 20th day, the Holders deliver to the Company a written notice to the effect that they do not want the Demand Request to have been made for all purposes of this Agreementbe withdrawn.

Deferral of Filing. The Company BPY may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company BPY receives the Demand Request, (i) the Company or any of its Subsidiaries are BPY is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement or Prospectus, as applicable (but would not be required if such registration statement Registration Statement or Prospectus, as applicable, were not filed), and the Board of the General Partner determines in good faith that such disclosure would be materially detrimental to the Company BPY and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesunitholders, or (iib) prior to receiving the Company is engaged in or the Board has Demand Request, BPY had determined to effect a registered underwritten public offering of the Company's BPY’s securities for the Company's BPY’s account and the Company BPY had taken substantial steps (including, but not limited to, including selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering offering, or (c) at the time BPY receives the Demand Request, BPY is currently engaged in either casea self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a "Deferral Event")violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d) Section 2.1.5 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company's BPY’s account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d)Section 2.1.5, the Company BPY shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC the Requesting Holders a certificate signed by an executive officer or the Board of the Company General Partner stating that the Company BPY is deferring such filing pursuant to this subsection (d) Section 2.1.5 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the CompanyBPY; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. BPY may defer the filing of a particular Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.5 no more than once during any three hundred sixty (360) day period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 one hundred eighty (180) days after the Required Filing Date (or, if longer, 120 one hundred eighty (180) days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 90 days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities Common Stock or Common Stock Equivalents for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.5 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.5, the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.5 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.5 only once.

Deferral of Filing. The Company Partnership may defer the filing (but not the preparation) of a registration statement required by Section 3.1 12.1 until a date not later than 120 180 days after the Required Filing Date (or, if longer, 120 180 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company Partnership receives the Demand Request, (i) the Company Partnership or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board General Partner determines in good faith that such disclosure would be materially detrimental to the Company Partnership and its stockholders Partners or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has General Partner had determined to effect a registered underwritten public offering of the CompanyPartnership's securities for the CompanyPartnership's account and the Company Partnership had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 12.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed by the Partnership or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the CompanyPartnership's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 12.1.6, the Company Partnership shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company General Partner stating that the Company Partnership is deferring such filing pursuant to this subsection (d) and Section 12.1.6 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Interests held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the CompanyPartnership; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Partnership may defer the filing of a particular registration statement pursuant to this Section 12.1.6 only once.

Deferral of Filing. The During any calendar year, the Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days 2.1 to after the Required Filing Date (or, if longer, 120 i) for no more than thirty (30) days after the effective date of the registration statement contemplated by clause (ii) below) during such calendar year if at the time the Company receives the Demand Request, the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such filing would be materially detrimental to the Company, any of its Subsidiaries or the stockholders of the Company, and (ii) for no more than one hundred twenty days (120) less the number of days utilized pursuant to clause (i) above during such calendar year if at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on the Company and its stockholders (any such confidential negotiations or other confidential business activities, or (ii) the Company period during which such filing is engaged in or the Board has determined deferred pursuant to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either casethis Section 2.1.6, a "Deferral EventBlackout Period"). The Company may only exercise its right to defer a registration statement pursuant to this Section 2.1.6 twice in any calendar year and, considered together with any Suspension Period (as defined in Section 2.6), (a) for no more than thirty calendar days (30) with respect to items of the type covered by clause (i) above and (b) for no more than one hundred and twenty (120) days less the number of days covered by clause (a) above in the aggregate during such calendar year. A deferral of the filing of a registration statement pursuant to this subsection (dSection 2.1.6(ii) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly within ten (but in any event within five Business Days)10) days, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection Section 2.1.6 (dsubject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser RTA may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 4 until a date not later than 120 180 days after December 15, 1996 (with respect to clause (i) below) or 180 days after the Required Filing Date commencement of a Material Activity (or, if longer, 120 days after the effective date of the registration statement contemplated by as defined in clause (ii) below) ), if at the time the Company receives the Demand Request, (i) at December 15, 1996, the Company is preparing to file or any of its Subsidiaries are engaged in or propose within 60 days after December 15, 1996, the Company commences to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such prepare a registration statement (but would not be required if such registration statement were not filed)for a public offering, which in fact is filed and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesbecomes effective within 180 days of December 15, 1996, or (ii) at the time of any Demand Request the Company is engaged in or any Material Activity (provided that no more than one deferral with respect to the Board has determined same Material Activity may be effected pursuant to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps this clause (including, but not limited to, selecting a managing underwriter for such offeringii) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event"during any 360-day period). A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(f) shall be lifted, and and, unless the Demand Request has been withdrawn as contemplated below, the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations proposed registration for the Company's account is abandoned, or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandonedCompany ceases to be engaged in a Material Activity. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(f), the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Eligible Distributee a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 4(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Securities held by the Eligible Distributees and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. If any deferral is lifted as provided above, prompt notice thereof shall be given in writing to the Eligible Distributees who thereafter shall be entitled to deliver a new Demand Request. This Section 4(f) shall not prohibit the Eligible Distributees from exercising any "piggyback" registration rights to which they would otherwise be entitled pursuant to Section 5.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 one hundred eighty (180) days after the Required Filing Date (or, if longer, 120 one hundred eighty (180) days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would would, in the reasonable judgment of the Company, be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 3.1.8 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 3.1.8, the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 3.1.8 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Securities Beneficially Owned by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 3.1.8 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 180 days after the Required Filing Date (or, if longer, 120 180 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, if in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 3.1.6, the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 3.1.6 only once.

Deferral of Filing. The Notwithstanding the provisions of this Section 2, the Company may defer shall be entitled to postpone, for a reasonable period of time, the filing or effectiveness (but not the preparation) of any registration statement under this Section 2 if (A) the Company determines, in its sole discretion, that such registration and offering could interfere with or adversely affect bona fide financing, acquisition, or other business plans of the Company (including a proposed primary offering by the Company of its own securities) at the time the right to delay is exercised (whether or not a final decision has been made to undertake such action or plan at such time) or would require disclosure of non-public information, the premature disclosure of which could adversely affect the business, properties, operations or financial results of the Company or that otherwise might not be in the best interest of the Company's stockholders, provided that the Company shall not be required to disclose to the Holders requesting registration any such transaction, plan or non-public information; or (B) at any time prior to the effectiveness of any Demand Registration the Company determines that it is unable to comply with the provisions of Article 3 or Article 11 of Regulation S-X under the Securities Act, to the extent then applicable to the Company. If the Company postpones the filing or effectiveness of a registration statement required by Section 3.1 until a date not later than 120 days after pursuant hereto, it shall promptly notify in writing the Required Filing Date (or, if longer, 120 days after Holders of Registrable Securities requesting such registration when the effective date events or circumstances permitting such postponement have ended and at such time shall proceed with the filing of the registration statement contemplated by clause (ii) below) if at the time as requested. If the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) the Company is engaged in or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event"). A deferral of shall postpone the filing of a registration statement pursuant hereto, then the Holders of Registrable Securities demanding such registration shall have the right to this subsection (d) shall be lifted, and withdraw their request for registration by giving written notice to the requested registration statement shall be filed forthwith, if, in Company at any time within five days after the case date the Company notifies such Holders of a deferral pursuant Registrable Securities of its willingness to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer proceed with the filing of a the registration statement and, if such registration was to be made pursuant to this subsection (d), the Company shall promptly (but in any event within five Business Days)a Demand Registration, upon determining to seek such deferral, deliver to WIC withdrawal the withdrawn demand will not count as a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf of Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementRegistration.

Deferral of Filing. The Company Issuer may defer the filing (but not the preparation) of a registration statement required by Section 3.1 7.01(a) until a date not later than 120 90 days after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause Demand Notice if (iii) below) if at the time the Company Issuer receives the Demand RequestNotice, (i) the Company Issuer or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company Issuer and its stockholders shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, activities or (ii) prior to receiving the Company is engaged in or Demand Notice, the Board has had determined to effect a registered underwritten public offering of the CompanyIssuer's securities for the Company's account and the Company Issuer had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 7.01(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 7.01(b), the Company Issuer shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and Issuer setting forth a general statement of the reason for such deferral and an approximation of the anticipated delay, which information the Sellers shall treat as confidential. Within 20 days after receiving such certificate, WIC on behalf of Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.days

Deferral of Filing. The Company may defer the filing (but not ------------------ the preparation) of a registration statement required by Section 3.1 2 or Section 4 until a date not later than 120 days after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are subsidiaries is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business is actively considering activities, or (ii) the Company is engaged in or Board of Directors of the Board has determined to effect Company, at time of the receipt of a request for registration, effecting a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding proceeds with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 5(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed terminated or terminatedthe transaction contemplated by such negotiations or other activities are consummated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 5(b), the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Initiating Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 5(b) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority in interest of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request their request by giving notice to the Company; if . If withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 4 until a date not later than 120 days after the Required Filing Date (or, if longersuspend the effectiveness of a Shelf Registration Statement, 120 days after the effective date of the registration statement contemplated by clause (iii) belowfor a period not to exceed ninety (90) if days, if, at the time the Company receives the Demand Request, Registration Request (i) the Company or at any of its Subsidiaries are engaged time in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filedconnection with a Shelf Registration Statement), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have there exists a material adverse effect on any such confidential negotiations or other confidential business activitiesMaterial Disclosure Event, or (ii) for a period not to exceed ninety (90) days, if, prior to receiving the Demand Registration Request (or at any time in connection with a Shelf Registration Statement), the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's Common Stock, or securities convertible into or exchangeable for Common Stock, for the Company's account in connection with a material public financing transaction and the Company had taken substantial steps (including, but not limited to, including selecting a managing underwriter for such offering, if applicable) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing (or suspension of effectiveness) of a registration statement pursuant to this subsection (dSection 4(f) shall be lifted, and the requested registration statement shall be filed (or made effective) forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral (or suspension) pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated abandoned or abandonedthe filing of a registration statement with respect to any such proposed registration is delayed by more than thirty (30) days from the time of receipt of the applicable Demand Registration Request (or at the applicable time in connection with a Shelf Registration Statement). In order to defer the filing (or suspend the effectiveness) of a registration statement pursuant to this subsection (dSection 4(f), the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferraldeferral (or suspension), deliver to WIC each Demanding Holder a certificate signed by an executive officer of the Company stating that the Company is deferring (or suspending the effectiveness of) such filing pursuant to this subsection (d) and Section 4(f), a general statement of the reason for such deferral (or suspension) and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Demanding Holder may withdraw such Demand Registration Request by giving notice to the Company; if withdrawn, the Demand Registration Request shall be deemed not to have been made for all purposes of this Agreement and the Company shall pay all expenses of such withdrawn Demand Registration in accordance with this Agreement. The Company may defer (or suspend the effectiveness of) the filing of a particular registration statement pursuant to this Section 4(f) only once in any consecutive twelve (12)-month period. For the purposes of this Section 4(f), "Material Disclosure Event" means, as of any date of determination, any pending or imminent event relating to the Company or any of its subsidiaries that the board of directors (or other similar governing body) of the Company reasonably determines in good faith, after consultation with outside counsel to the Company, (i) would require disclosure of material, non-public information relating to such event in any registration statement or related prospectus including Registrable Securities (including documents incorporated by reference therein) so that such registration statement would not be materially misleading, (ii) would not otherwise be required to be publicly disclosed by the Company at that time in a periodic report to be filed with or furnished to the Commission under the Exchange Act but for the filing of such registration statement or related prospectus and (iii) if publicly disclosed at the time of such event, could reasonably be expected to have a material adverse effect on the business, financial condition, prospects or results of operations of the Company and its subsidiaries or would materially adversely affect a pending or proposed material acquisition, merger, recapitalization, consolidation, reorganization, financing or similar transaction, or negotiations with respect thereto.

Deferral of Filing. The Anything herein to the contrary notwithstanding, the Company may defer the filing (but not the preparation) of a any registration statement otherwise required to be filed by it pursuant to Section 3.1 until a date not later than 120 days after the Required Filing Date (or, 3 or Section 5 if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines notifies each requesting holder that it is in good faith that contemplating filing a registration statement for an underwritten offering of Common Stock within 60 days of its receipt for the demand for registration (which shall not affect any of the other rights of the holders of Registrable Securities hereunder, including, without limitation, the rights of such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, holders under Section 4) or (ii) the Company is engaged in or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and notifies each requesting holder that the Company had taken substantial steps (includinghas determined, but not limited toin its reasonable judgment, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event"). A deferral of the filing of a registration statement pursuant to this subsection (d) shall be lifted, and that the requested registration statement shall and offering would materially interfere with a financing, acquisition, corporate reorganization or other material transaction involving the Company or that appropriate financial statements will not be filed forthwith, if, in available when registration is requested. In the case of a deferral pursuant to clause (i) of the preceding sentencethis Section 6(a), the negotiations Company shall use its reasonable best efforts, as soon as practicable, upon the first to occur of the abandonment of such contemplated registration statement or other activities are disclosed the expiration of such 60 day period, to register the Registerable Securities which it otherwise would be obligated to register pursuant to Section 3 or terminatedSection 5, or, in unless the demand for registration is withdrawn or the Company has filed the contemplated registration statement. In the case of a deferral pursuant to clause (ii) of the preceding sentencethis Section 6(a), the Company may delay the filing of the registration statement otherwise required by Section 3 or Section 5 for a reasonable period of time not to exceed 60 days. If the Company's account is either consummated or abandoned. In order to Company shall so defer the filing of a registration statement pursuant statement, the requesting holder may, within 20 days after its receipt of written notice of the deferral, withdraw its request for registration by giving written notice to this subsection the Company (dand, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to which the holders of Registrable Securities are entitled hereunder). In addition to the foregoing deferral rights, the Company shall promptly (but in not be required to file any event within five Business Days), upon determining to seek such deferral, deliver to WIC a certificate signed by an executive officer of the Company stating that the Company is deferring such filing registration statement pursuant to this subsection Section 3 or Section 5 (di) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 within 90 days after receiving such certificate, WIC on behalf the effectiveness of Purchaser may withdraw such a registration statement relating to a Demand Request by giving notice Registration or (ii) within 90 days after the effectiveness of a registration statement referred to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreementin Section 4.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2 until a date not later than 120 90 days after the Required Filing Date (or, if longer, 120 90 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activitiesactivities or developments (such negotiations, activities or developments referred to herein as "Pending Matters"), disclosure of which would be required may, in such registration statement the good faith judgment of the Board of Directors, materially and adversely affect the Company (but would not be required if such registration statement were not filed), and the Board determines in good faith that Company shall use its best efforts to resolve such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesPending Matters as soon as possible), or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has determined to effect of Directors had been considering a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (includingBoard of Directors determines, but not limited toin its good faith judgment, selecting after consultation with a managing underwriter for such firm of nationally recognized underwriters, that there will be a Material Adverse Effect on the proposed public offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event"). A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or negotiations, other activities or developments are publicly disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delaySection 4(c). Within 20 five days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 180 days after the Required Filing Date (or, if longer, 120 180 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Days20 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 10.01(a)(i) until a date not later than 120 60 days after in the Required Filing Date case of clause (i) below and, in the case of clause (ii) below, 180 days (or, if longer, 120 90 days after the effective date of the registration statement contemplated by clause (ii) below), after the date of the Demand Notice if (i) if at the time the Company receives the Demand RequestNotice, (i) the Company or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Notice, the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 10.01(b) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 10.01(b), the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Seller a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 10.01(b) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 15 days after receiving such certificate, WIC on behalf Seller's holding a majority in interest of Purchaser the Underlying Common Stock for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request Notice shall be deemed not to have been made for all purposes of this Agreement. The Company may not invoke its right to defer the filing of a registration statement under this Section 10.01(b) more than once in any eighteen month period.

Deferral of Filing. The Company may defer the filing (but not ------------------ the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 180 days after the Required Filing Date (or, if longer, 120 180 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's Company s securities for the Company's Company s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's Company s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and Section 2.1.6 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6

Deferral of Filing. The Company may defer the filing (but not -------------------- the preparation) of a registration statement required by Section 3.1 2.1 until a date not later than 120 180 days after the Required Filing Date (or, if longer, 120 180 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.6, the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and Section 2.1.6 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1.6

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 1.1 until a date not later than 120 ninety (90) days after the Required Filing Date (or, if longerapplicable, 120 one hundred eighty (180) days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are subsidiaries is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially seriously detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or ; (ii) prior to receiving the Demand Request, the Board of Directors of the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account account, and the Company had has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering or the Company has already effected a registered public offering within the previous one hundred eighty (180) days; or (iii) in either casethe good faith judgment of the Board of Directors of the Company, a "Deferral Event")it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time. A deferral of the filing of a registration statement pursuant to this subsection (dSection 1.1(f) shall be lifted, lifted and the requested registration statement shall be filed forthwithas promptly as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 1.1(f), the Company shall promptly (but in any event within five ten (10) Business Days), upon determining to seek such deferral, deliver to WIC each Requesting Holder, if applicable, a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 1.1(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the Requesting Holders holding a majority of Purchaser the Registrable Shares held by the Requesting Holders for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; and if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementSection 1.1. The Company may defer the filing of a particular registration statement pursuant to this Section 1.1(f) only twice in any twelve (12) month period.

Deferral of Filing. The During any calendar year, the Company may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 until a date not later than 120 days 2.2 to after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company reasonably determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on the Company or its security holders (any such confidential negotiations or other confidential business activities, or (ii) the Company period during which such filing is engaged in or the Board has determined deferred pursuant to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either casethis Section 2.2.6 , a "Deferral Event"“ Blackout Period ”). The Company may only exercise its right to defer a registration statement pursuant to this Section 2.2.6 twice in any calendar year and for no more than 90 calendar days in the aggregate during such calendar year. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.2.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.2.6 , the Company shall promptly (but in any event within five Business Days)10 days, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection Section 2.2.6 (dsubject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2 until a date not later than 120 180 days after December 15, 1996 (with respect to clause (i) below) or 180 days after the Required Filing Date commencement of a Material Activity (or, if longer, 120 days after the effective date of the registration statement contemplated by as defined in clause (ii) below) ), if at the time the Company receives the Demand Request, (i) at December 15, 1996, the Company is preparing to file or any of its Subsidiaries are engaged in or propose within 60 days after December 15, 1996, the Company commences to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such prepare a registration statement (but would not be required if such registration statement were not filed)for a public offering, which in fact is filed and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesbecomes effective within 180 days of December 15, 1996, or (ii) at the time of any Demand Request the Company is engaged in or any activity (a "Material Activity") that, in the Board has determined to effect a registered underwritten public offering good faith judgment of the Company's securities for board of directors, would be materially and adversely affected to the Company's account and detriment of the Company had taken substantial steps by the requested registration (including, but not limited to, selecting a managing underwriter for such offeringprovided that no more than one deferral with respect to the same Material Activity may be effected pursuant to this clause (ii) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event"during any 360-day period). A deferral of the filing of a registration statement pursuant to this subsection (dSection 2(e) shall be lifted, and and, unless the Demand Request has been withdrawn as contemplated below the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations proposed registration for the Company's account is abandoned, or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandonedCompany ceases to be engaged in a Material Activity. In order to defer the filing of a registration statement pursuant to this subsection (dSection 2(e), the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek effect such deferral, deliver to WIC each Debtor a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 2(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Securities beneficially owned by the Debtors and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. If any deferral is lifted as provided above, prompt notice thereof shall be given in writing to the Requesting Debtors who thereafter shall be entitled to deliver a new Demand Request. This Section 2(e) shall not prohibit the Debtors from exercising any "piggyback" registration rights to which they would otherwise be entitled pursuant to Section 3.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days after the Required Filing Date 2.1 if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), ) and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have Company, until a material adverse effect on any such confidential negotiations or other confidential business activities, date not later than 60 days after the Required Filing Date or (ii) subject to Section 2.1(e), the Company had received, prior to receiving such Demand Request, a Demand Request from a different group of Requesting Holders (a “Preferred Request”) and is engaged proceeding with reasonable diligence to comply with the Preferred Request, until a date not later than the later of (A) six months after the effective date of such Preferred Request or (B) the end of the holdback period referred to in Section 2.3(a) above with respect to such Preferred Request or (iii) prior to receiving such Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's ’s equity securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering (offering, until a date not later than the end of the holdback period referred to in either case, a "Deferral Event")Section 2.3(a) above with respect to such offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 2.3(c) shall be lifted, and the requested registration statement shall be filed forthwithas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the Preferred Request is withdrawn, or in the case of a deferral pursuant to clause (iii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 2.3(c), the Company shall promptly (but in any event within five Business Days15 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 2.3(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within 20 days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a Demand Registration pursuant to this Section 2.3(c) only one time during any 12 month period. Nothing in this paragraph shall affect the rights of the Holders under Section 2.2 to participate in any such Demand Registration at such time as the filing deferral is lifted in accordance with this Section 2.3(c).

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days after the Required Filing Date 6.1 if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), ) and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have Company, until a material adverse effect on any such confidential negotiations or other confidential business activities, date not later than 45 days after the Required Filing Date or (ii) the Company is engaged in or prior to receiving such Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's ’s equity securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering (offering, until a date not later than the end of the holdback period referred to in either case, a "Deferral Event")Section 6.3(a) above with respect to such offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 6.3(c) shall be lifted, and the requested registration statement shall be filed forthwithas soon as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 6.3(c), the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC the Purchasers a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 6.3(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within 20 days after receiving such certificate, WIC on behalf of Purchaser the Purchasers may withdraw such Demand Request request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a Demand Registration pursuant to this Section 6.3(c) only one time during any 12 month period.

Deferral of Filing. The Company Corporation may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2 until a date not later than 120 45 days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company Corporation receives the Demand Request, (i) the Company Corporation or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Corporation determines in good faith that such disclosure would be materially detrimental to the Company Corporation and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the CompanyCorporation's equity securities for the CompanyCorporation's account and the Company Corporation had taken substantial steps (including, but not limited to, selecting a the managing underwriter Underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the CompanyCorporation's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company Corporation shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC a certificate signed by an executive officer of the Company stating notify each Requesting Holder that the Company Corporation is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delaySection 4(c). Within 20 twenty days after receiving such certificatenotice, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request request by giving notice to the CompanyCorporation; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Corporation may defer the filing of a particular registration statement pursuant to this Section 4(c) no more than twice during any twelve month period.

Deferral of Filing. The Company may defer the filing (but not the ------------------ preparation) of a registration statement Demand Registration Statement required by Section 3.1 3(a) until a date not later than 120 30 days after the Required Target Filing Date (or, if longer, 120 30 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Demand Registration Statement (but would not be required if such registration statement Demand Registration Statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's equity securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement Demand Registration Statement pursuant to this subsection (dSection 3(g) shall be lifted, and the requested registration statement Demand Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement Demand Registration Statement pursuant to this subsection (dSection 3(g), the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 3(g) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf The Company may defer the filing of Purchaser may withdraw such a particular Demand Request by giving notice Registration Statement pursuant to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementSection 3(g) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after i) a Material Transaction exists at the effective date time of the registration statement contemplated by clause such Required Filing Date; (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company or a committee of the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesstockholders, or (iiiii) prior to receiving the Demand Request, the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 2.1(vi) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (iii) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (iiiii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. .] In order to defer the filing of a registration statement pursuant to this subsection (dSection 2.1(vi), the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 2.1(vi) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.1(vi)(a) once in any twelve (12) month rolling period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by Section 3.1 3(b) until a date not later than 120 90 days after the Required Filing Date proposed filing date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the a written request for a Demand RequestRegistration from AIP, (i) the Company or any of its Subsidiaries are subsidiaries is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement (but would not be required if such registration statement Registration Statement were not filed), ) and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving a written request for a Demand Registration from AIP, the Board of Directors of the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (and the Board of Directors of the Company determines in either casegood faith that the filing of a Registration Statement pursuant to Section 3(b), a "Deferral Event")in light of the intended method of distribution, would materially adversely affect such offering. A deferral of the filing of a registration statement Registration Statement pursuant to this subsection (dSection 3(e) shall be lifted, lifted and the requested registration statement Registration Statement shall be filed forthwith, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this subsection (dSection 3(e), the Company shall promptly (but in any event within five Business Daysten days), upon determining to seek such deferral, deliver to WIC AIP, on behalf of all of the Stockholders, a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 3(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty days after receiving such certificate, WIC AIP, on behalf of Purchaser all of the Stockholders, may withdraw such its request for a Demand Request Registration by giving notice to the Company; if withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement. The beginning of any deferral period shall be at least 360 days after the end of any prior deferral period.

Deferral of Filing. The Company BEPC may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company BEPC receives the Demand Request, (i) the Company or any of its Subsidiaries are BEPC is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement or Prospectus, as applicable (but would not be required if such registration statement Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BEPC determines in good faith that such disclosure would be materially detrimental to the Company BEPC and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (iib) prior to receiving the Company is engaged in or the Board has Demand Request, BEPC had determined to effect a registered underwritten public offering of the Company's BEPC’s securities for the Company's BEPC’s account and the Company had BEPC has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering offering, or (c) at the time BEPC receives the Demand Request, BEPC is currently engaged in either casea self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a "Deferral Event")violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company's BEPC’s account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d)Section 2.1.6, the Company BEPC shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC the Requesting Holders a certificate signed by an executive officer of BEPC or the Company Board of Directors of BEPC stating that the Company BEPC is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the CompanyBEPC; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. BEPC may defer the filing of a particular Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 180 days after the Required Filing Date (or, if longer, 120 180 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders shareholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 3.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 3.1.6, the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Requesting Holder and each holder of Other Registrable Shares that requested the inclusion of shares in the Demand Registration a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) Section 3.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.. The Company may defer the filing of a particular registration statement pursuant to this Section 3.1.6 only once. SECTION 3.2

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by this Section 3.1 2.2 until a date not later than 120 days after the Required Filing Date (ori) for a period not to exceed sixty (60) days, if longerif, 120 days after at the effective date of time the registration statement contemplated by clause Company receives the Demand Request, there exists a Material Disclosure Event, or (ii) belowfor a period not to exceed sixty (60) days, if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith its reasonable judgment that such disclosure Underwritten Registration would be (A) materially detrimental to interfere with a material acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (iiB) render the Company is engaged in unable to comply with requirements under the Securities Act or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")Exchange Act. A deferral of the filing of a registration statement Registration Statement pursuant to this subsection (dSection 2.2(h) shall be lifted, and the requested registration statement Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are Material Disclosure Event is disclosed or terminated, or, in the case of a deferral pursuant to clause (iiii)(A) of the preceding sentence, the registration for acquisition, corporate organization, financing, securities offering or similar transaction is abandoned, or, in the Company's account is either consummated cause of a deferral pursuant to clause (ii)(B) of the preceding sentence, such Underwritten Registration would no longer render the Company unable to comply with the requirements under the Securities Act or abandonedthe Exchange Act. In order to defer the filing of a registration statement Registration Statement pursuant to this subsection (dSection 2.2(h), the Company shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and Section 2.2(h), a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Demanding Stockholder may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementAgreement and the Company shall pay all expenses of such withdrawn Underwritten Registration in accordance with Section 2.8 hereof. The Company may defer the filing of a particular Registration Statement pursuant to this Section 2.2(h) only on two occasions in any consecutive twelve (12)-month period; provided that any deferral pursuant to this Section 2.2(h) shall be deemed to be a “Suspension Period” for purposes of Section 2.7 and shall be subject to the limitations and obligations during Suspension Periods set forth in Section 2.7. Each Holder agrees to keep confidential the fact that the Company has exercised its rights under this Section 2.2(h) and all facts and circumstances relating to such exercise until such information is made public by the Company.

Deferral of Filing. The Company Corporation may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 5.3(f) until a date not later than 120 one hundred eighty (180) days after the Required Filing Date (or, if longer, 120 one hundred eighty (180) days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company Corporation receives the Demand Request, (i) the Company Corporation or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company Corporation and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's Corporation’s securities for the Company's Corporation’s account and the Company Corporation had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 5.3(f); shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's Corporation’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 5.3(f), the Company Corporation shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC the Requesting Holder a certificate signed by an executive officer of the Company Corporation stating that the Company Corporation is deferring such filing pursuant to this subsection (dSection 5.3(f) and a general statement of the reason for such deferral and an approximation of the anticipated delay. The fact that any certificate is so delivered to a Requesting Holder shall be held confidential by the Requesting Holder in the same manner as it causes its non-public information to be held confidential. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the Company; if Corporation. If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Stockholders Agreement. The Corporation may defer the filing of a particular registration statement pursuant to this Section 5.3(f) only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2 until a date not later than 120 90 days after the Required Filing Date (or, if longer, 120 90 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activitiesactivities or developments (such negotiations, activities or developments referred to herein as "Pending Matters"), disclosure of which would be required may, in such registration statement the good faith judgment of the Board of Directors, materially and adversely affect the Company (but would not be required if such registration statement were not filed), and the Board determines in good faith that Company shall use its best efforts to resolve such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesPending Matters as soon as possible), or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has determined to effect of Directors had been considering a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (includingBoard of Directors determines, but in its good faith judgment, after consultation with a firm of nationally recognized underwriters, that there will be a Material Adverse Effect on the proposed public offering; provided, however, that the aggregate number of days such filings are so deferred may not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")exceed 120 days during any consecutive 360 day period. A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or negotiations, other activities or developments are publicly disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delaySection 4(c). Within 20 five days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a any registration statement required by Section 3.1 until 2 for a date not later than 120 days after the Required Filing Date (or, if longer, 120 days after the effective date period of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, up to: (i) 45 days in the event that the Company or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) 120 days in the event that the Board of Directors of the Company is engaged in or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken takes substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding proceeds with reasonable diligence to effect such offering offering; provided that if such determination is made by the Board of Directors after receipt of a Demand Registration request, the Board prior to such request shall have commenced negotiations with an underwriter with respect to such offering; and provided further, however, that during any period of 360 consecutive days, Holders shall not be subject to deferrals pursuant to the Company's exercise of deferral rights for a period of at least 180 consecutive days (in either casewhich deferral period shall coincide with the deferral period permitted under Section 2(d) of that certain Registration Rights Agreement, a "Deferral Event"dated the date hereof, between the Company and CapZ Fund). A deferral of the filing of a registration statement pursuant to this subsection (dSection 2(d) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed terminated or terminatedthe transaction contemplated by such negotiations or other activities are consummated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 2(d), the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Initiating Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 2(d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority in interest of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request their request by giving notice to the Company; if . If withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company BREP may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company BREP receives the Demand Request, (i) the Company or any of its Subsidiaries are BREP is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement or Prospectus, as applicable (but would not be required if such registration statement Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the general partner of BREP determines in good faith that such disclosure would be materially detrimental to the Company BREP and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesunitholders, or (ii) prior to receiving the Company is engaged in or the Board has Demand Request, BREP had determined to effect a registered underwritten public offering of the Company's BREP’s securities for the Company's BREP’s account and the Company BREP had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering offering, or (iii) at the time BREP receives the Demand Request, BREP is currently engaged in either casea self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a "Deferral Event")violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's BREP’s account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d)Section 2.1.6, the Company BREP shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC the Requesting Holders a certificate signed by an executive officer of the Company Board of Directors of the general partner of BREP stating that the Company BREP is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the CompanyBREP; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. BREP may defer the filing of a particular Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 2 until a date not later than 120 90 days after the Required Filing Date (orif, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) the Company is engaged in or the Board has determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")stockholders. A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer the President of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delaySection 4(c). Within 20 days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if . If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 4(c) only once. In the event the Company shall defer the filing of a registration statement pursuant to this Section 4(c), the applicable Demand Registration Period shall automatically be extended by the number of days in the period between the Required Filing Date and the date on which such registration statement is filed with the Commission.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 until a date not later than 120 days after the Required Filing Date 2 if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iii) below) if at the time the Company receives the Demand Request, (iA) the Company or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed)) and the Board determines in good faith that such disclosure would be materially detrimental to the Company or (B) the Company has experienced some other material non-public event or is in possession of material non-public information concerning the Company, and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have Company, until a material adverse effect on any such confidential negotiations or other confidential business activities, date not later than 60 days after the Required Filing Date or (ii) the Company is engaged in or prior to receiving such Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's ’s equity securities for the Company's ’s account and the Company had taken substantial steps (including, but not limited to, selecting or entering into a letter of intent with the managing underwriter Underwriter(s) for such offering) and is proceeding with reasonable diligence to effect such offering (offering, until a date not later than the end of the Lock-Up Period referred to in either case, a "Deferral Event")Section 4(a) above with respect to such offering. A deferral of the filing of a registration statement pursuant to this subsection (dSection 4(c) shall be lifted, and the requested registration statement shall be filed forthwithas soon NINE ENERGY SERVICE, INC. EXHIBIT B TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT as reasonably practicable, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, or in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's ’s account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (dSection 4(c), the Company shall promptly (but in any event within five Business Days)promptly, upon determining to seek such deferral, deliver to WIC each Requesting Holder a certificate signed by an executive officer the Chief Executive Officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 4(c) and a general statement of the reason for such deferral and an approximation of the anticipated delaybasis therefor in reasonable detail. Within 20 days after receiving such certificate, WIC on behalf the Holders of Purchaser a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request request by giving notice to the Company; if , but following such withdrawal, each of the Requesting Holders shall be prohibited from making a Demand Request until the end of the deferral period as contemplated by the second sentence of this Section 4(c). If withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Registration Rights Agreement. The Company may defer the filing of a Demand Registration pursuant to this Section 4(c) only two times during any 12 month period. Nothing in this paragraph shall affect the rights of the Holders under Section 3 to participate in any such Demand Registration at such time as the filing deferral is lifted in accordance with this Section 4(c).

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Demand Registration Statement required by Section 3.1 3(a) until a date not later than 120 30 days after the Required Target Filing Date (or, if longer, 120 30 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Demand Registration Statement (but would not be required if such registration statement Demand Registration Statement were not filed), and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving the Company is engaged in or Demand Request, the Board has of Directors had determined to effect a registered underwritten public offering of the Company's equity securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement Demand Registration Statement pursuant to this subsection (dSection 3(g) shall be lifted, and the requested registration statement Demand Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement Demand Registration Statement pursuant to this subsection (dSection 3(g), the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (dSection 3(g) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf The Company may defer the filing of Purchaser may withdraw such a particular Demand Request by giving notice Registration Statement pursuant to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this AgreementSection 3(g) only once.

Deferral of Filing. The Company During any calendar year, the Corporation may defer the filing (but not the preparation) of a registration statement required by this Section 3.1 until a date not later than 120 days 2.1 to after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if at the time the Company Corporation receives the Demand Request, (i) the Company Corporation or any of its Subsidiaries subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activitiesactivities or actively considering a securities offering by the Corporation or another material transaction, disclosure of which would be required in such registration statement (but would not be required on or before the Required Filing Date if such registration statement were not filed), and the Board of Directors of the Corporation or a committee of the Board of Directors of the Corporation reasonably determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on the Corporation or its security holders (any such confidential negotiations or other confidential business activities, or (ii) the Company period during which such filing is engaged in or the Board has determined deferred pursuant to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either casethis Section 2.1.5, a "Deferral Event"“Blackout Period”). The Corporation may only exercise its right to defer a registration statement pursuant to this Section 2.1.5 twice in any calendar year and for no more than 90 calendar days in the aggregate during such calendar year. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.1.5 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, if the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.1.5, the Company Corporation shall promptly (but in any event within five Business Days), upon determining to seek such deferral10 days of receipt of the Demand Request, deliver to WIC the Holder a certificate signed by an executive officer of the Company Corporation stating that the Company Corporation is deferring such filing pursuant to this subsection Section 2.1.5 (dsubject to execution of a confidentiality agreement if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf of Purchaser the Holder may withdraw such Demand Request by giving notice to the CompanyCorporation; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement Registration Statement required by Section 3.1 3(a) until a date not later than 120 90 days after the Required Filing Date proposed filing date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the a written request for a Demand RequestRegistration from Xxxxxxx, (i) the Company or any of its Subsidiaries are subsidiaries is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement (but would not be required if such registration statement Registration Statement were not filed), ) and the Board of Directors of the Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (ii) prior to receiving a written request for a Demand Registration from Xxxxxxx, the Board of Directors of the Company is engaged in or the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (and the Board of Directors of the Company determines in either casegood faith that the filing of a Registration Statement pursuant to Section 3(a), a "Deferral Event")in light of the intended method of distribution, would materially adversely affect such offering. A deferral of the filing of a registration statement Registration Statement pursuant to this subsection (dSection 3(d) shall be lifted, lifted and the requested registration statement Registration Statement shall be filed forthwith, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement pursuant to this subsection (dSection 3(d), the Company shall promptly (but in any event within five Business Daysten days), upon determining to seek such deferral, deliver to WIC a certificate signed by an executive officer Xxxxxxx, on behalf of all of the Company Holders, written notice stating that the Company is deferring such filing pursuant to this subsection (dSection 3(e) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty days after receiving such certificatenotice, WIC Xxxxxxx, on behalf of Purchaser all of the Holders, may withdraw such his request for a Demand Request Registration by giving notice to the Company; if withdrawn, the Demand Request such request shall be deemed not to have been made for all purposes of this Agreement. The beginning of any deferral period shall be at least 360 days after the end of any prior deferral period.

Deferral of Filing. The Company may defer the filing (but not the preparation) of a registration statement required by Section 3.1 Sections 2.1 or 2.2 hereof until a date not later than 120 days after the Required Filing Date (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (ii) below) if (a) at the time the Company receives the Demand Request, (i) the Company or any of its Subsidiaries are engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or (iib) prior to receiving the Company is engaged in or Demand Request, the Board has had determined to effect a registered underwritten public offering of the Company's securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering (in either case, a "Deferral Event")offering. A deferral of the filing of a registration statement pursuant to this subsection (d) Section 2.9 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed by the Company or terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d)Section 2.9, the Company shall promptly (but in any event within five Business Days10 days), upon determining to seek such deferral, deliver to WIC each Common Requesting Holder or Preference Requesting Holder, as applicable, a certificate signed by an executive officer of the Company stating that the Board has determined in good faith that the Company is deferring such filing pursuant to this subsection (d) and Section 2.9 and, subject to applicable confidentiality agreements, a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf the holders of Purchaser a majority of the Common Registrable Shares or Preference Registrable Shares held by the Common Requesting Holders or Preference Requesting Holders, as applicable, and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration statement pursuant to this Section 2.9 only once in any twelve-month period. The Company may defer a takedown under an effective registration statement on the same terms as it may defer the filing of a registration statement under this Section 2.9. If the Company declines to file any registration statement pursuant to this Section 2.9, it shall not file any registration statement (other than an Excluded Registration) without the prior written approval of the Demand Holders, which approval may be withheld at the Demand Holders' sole discretion, unless and until it files a registration statement including Registrable Shares under Section 2.1 or 2.2 hereof.

Deferral of Filing. The Company BEPC may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company BEPC receives the Demand Request, (i) the Company or any of its Subsidiaries are BEPC is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement or Prospectus, as applicable (but would not be required if such registration statement Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BEPC determines in good faith that such disclosure would be materially detrimental to the Company BEPC and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (iib) prior to receiving the Company is engaged in or the Board has Demand Request, BEPC had determined to effect a registered underwritten public offering of the Company's BEPC’s securities for the Company's BEPC’s account and the Company had BEPC has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering offering, or (c) at the time BEPC receives the Demand Request, BEPC is currently engaged in either casea self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a "Deferral Event")violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the registration for the Company's account is either consummated or abandoned. In order to defer the filing of a registration statement pursuant to this subsection (d), the Company shall promptly (but in any event within five Business Days), upon determining to seek such deferral, deliver to WIC a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this subsection (d) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 days after receiving such certificate, WIC on behalf of Purchaser may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.in

Deferral of Filing. The Company BIPC may defer the filing (but not the preparation) of a registration statement Registration Statement or Prospectus, as applicable, required by Section 3.1 2.1 until a date not later than 120 ninety (90) days after the Required Filing Date if (or, if longer, 120 days after the effective date of the registration statement contemplated by clause (iia) below) if at the time the Company BIPC receives the Demand Request, (i) the Company or any of its Subsidiaries are BIPC is engaged in or propose to engage in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement Registration Statement or Prospectus, as applicable (but would not be required if such registration statement Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BIPC determines in good faith that such disclosure would be materially detrimental to the Company BIPC and its stockholders or would have a material adverse effect on any such confidential negotiations or other confidential business activitiesshareholders, or (iib) prior to receiving the Company is engaged in or the Board has Demand Request, BIPC had determined to effect a registered underwritten public offering of the Company's BIPC’s securities for the Company's BIPC’s account and the Company had BIPC has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering offering, or (c) at the time BIPC receives the Demand Request, BIPC is currently engaged in either casea self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a "Deferral Event")violation of applicable Securities Laws. A deferral of the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d) Section 2.1.6 shall be lifted, and the requested registration statement Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (ia) of the preceding sentence, the negotiations or other activities are disclosed disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (iib) of the preceding sentence, the proposed registration for the Company's BIPC’s account is either consummated or abandoned. In order to defer the filing of a registration statement Registration Statement or Prospectus, as applicable, pursuant to this subsection (d)Section 2.1.6, the Company BIPC shall promptly (but in any event within five Business Daysten (10) days), upon determining to seek such deferral, deliver to WIC the Requesting Holders a certificate signed by an executive officer of BIPC or the Company Board of Directors of BIPC stating that the Company BIPC is deferring such filing pursuant to this subsection (d) Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within 20 twenty (20) days after receiving such certificate, WIC on behalf of Purchaser the Requesting Holder may withdraw such Demand Request by giving notice to the CompanyBIPC; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. BIPC may defer the filing of a particular Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.