Common use of Request Clause in Contracts

Request. Subject to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registered.

Request. Subject Upon the terms and subject to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary conditions of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Actthis Agreement, upon the written request (specifying that it is being made pursuant to this Section 2.1) on or after the Spin-Off Notice Date of any Holder of the Initiating HoldersRegistrable Securities (each, a "Requesting Holder") requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the all or a specified number of such Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total such specified number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after "Requested Securities") (which request shall also specify the intended method or methods of disposition thereof), the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will shall use reasonable its best efforts to effect the registration under the Securities Act of: (i) of the Registrable Requested Securities which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the other Requesting Holders thereof by written request given for disposition according to the Company within 15 days after the giving intended method or methods of such written notice disposition specified by the Company Requesting Holders (which request shall specify the same information called for by the original request to effect registration described above), all including a shelf registration) to the extent requisite required or deemed appropriate by the Requesting Holders to permit the disposition (in accordance with Section 2.1(b) hereofaccording to the intended method or methods thereof specified by the Requesting Holders) of the Requested Securities. Notwithstanding anything in this Section 2 to the contrary, the Company shall not be required to effect more than 5 registrations of such Registrable Securities so pursuant to be registeredthis Section 2. If the Requesting Holders request registration of their Requested Securities on a delayed or continuing basis under Rule 415 under the Securities Act (or any successor or similar rule), the Company shall keep such registration continuously effective for at least 24 months (or such shorter period specified by the Requesting Holders) following the date on which such registration statement is declared effective or until all such Registrable Securities registered thereunder are sold, whichever is shorter.

Request. Subject to the limitations provided hereinprovisions of Section 2.2(h) below, commencing (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on December Form 10-K for the fiscal year ending July 31, 20021999 or (II) the fourth anniversary hereof, or on (ii) if for any reason the first anniversary Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the effective Shelf Registration Period, at any time or from time to time after the date which is 150 days from the date hereof (if the Shelf Registration fails to become effective) or the date on which the Shelf Registration ceases to be effective, as the case may be, and until the later of (x) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1998 or (y) the third anniversary hereof, the Holders, individually and jointly, of not less than 50% of the Company's first registration statement under Registrable Securities (the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the "Initiating Holders, requesting that ") shall have the right to require the Company to effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of held by such Initiating Holders, by delivering a written request therefor to the total Company specifying the number of shares of Preferred Stock issued by the Company to the Purchaser, Registrable Securities and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the distribution. The Company will within 10 business days after the Company receives such written request shall promptly give written notice of such requested registration to all other Holders of Registrable Securities Holders, and thereupon the Company will shall, as expeditiously as possible, use reasonable its best efforts to (A) effect the registration under the Securities Act of: (iincluding by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register by such the Initiating Holders, and (ii) and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the other Holders thereof Initiating Holders, the "Selling Holders") by written request given to the Company within 15 10 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above)Company, all to the extent requisite necessary to permit the disposition (distribution in accordance with Section 2.1(bthe intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) hereof) if requested by the Selling Holders, obtain acceleration of the Registrable Securities so effective date of the registration statement relating to be registeredsuch registration.

Request. Subject to From and after the limitations provided herein, commencing on December 31, 2002, or on the first one (1) year anniversary of the effective first day of the first full calendar month following the date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Actthis Agreement and subject to Section 4.3, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, from a Requesting Investor requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable SecuritiesEligible Securities held by such Investor, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent which notice may be delivered at any time after such one (25%1) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, year anniversary and specifying (x) which notice shall specify the intended method or methods of disposition thereofof such Eligible Securities (the “Registration Request Notice”), (y) whether or not unless such requested Eligible Securities are included in a currently effective registration is to be an underwritten offering, and (z) statement of the price range (net Company permitting the resale of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable SecuritiesEligible Securities in the manner contemplated by the Requesting Investor, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use its reasonable best efforts to effect (as promptly as practicable) file the appropriate registration statement under the Securities Act of: with the SEC and (ias promptly as reasonably practicable, but in any event within 180 days of such request) the Registrable Securities which the Company has been so requested cause such registration statement to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register be declared effective by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, that: (a) if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of the most recent such previous registration, unless such earlier registration was pursuant to Section 3.1 and the Selling Investors in connection therewith were subjected to a cutback in accordance with Section 2.1(b3.1(e); and (b) hereofthe Company shall not be required to effect (i) more than three (3) registrations pursuant to this Article II in any calendar year or (ii) a registration of Eligible Securities, the fair market value of which on the date of receipt by the Company of the Registrable Securities so to be registeredRegistration Request Notice is less than $5,000,000.

Request. Subject At any time following the Closing, the Investor may make a written request to the limitations provided herein, commencing on December 31, 2002, or on Company for the first anniversary of registration with the effective date of the Company's first registration statement SEC under the Securities Act, whichever shall first occur, until the fifth anniversary Act of all or part of the effective date Shares, which request will specify the number of Shares to be disposed of by the Company's first Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration statement under made in accordance with the Securities Act, upon the written request (specifying that it is being made pursuant to terms of this Section 2.1) of the Initiating Holders7(a)(i), requesting that the Company effect will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which Shares that the Company has been so requested to register by such Initiating Holdersthe Investor, and (ii) all other Registrable Securities which the Company has been requested to register by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b) hereof7(a)(ii)) of the Registrable Securities so Shares to be registered; provided that, (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of doubt, the six demand registrations permitted pursuant to Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a), then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (D) the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Shares as of the date of such request) of at least $10,000,000. As used herein, “Market Price” means, on any date of determination, the average of the daily closing price of the Shares during the immediately preceding 30 days on which the national securities exchanges are open for trading.

Request. Subject At any time commencing 90 days prior to the limitations provided herein, commencing on December 31, 2002, or on expiration of any underwriter lock-up period applicable to the first Founding Members in connection with the IPO through the one year anniversary of the effective date closing of the Company's first registration statement under IPO and subject to Section 2(a)(ii), a Founding Member (the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written “Demand Party”) may request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting in writing that the Company effect the registration for resale under the Securities Act of at least fifty percent all or part of such Demand Party’s Demand Registrable Securities on a resale registration statement on Form S-1. Any such request will specify (50%a) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent proposed to be sold and (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (xb) the intended method of disposition thereof, (y) whether or not such requested registration is . Subject to be an underwritten offering, and (z) the price range (net other provisions of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securitiesthis Section 2(a), the Company will within 10 business days after the Company receives such written request shall promptly give written notice of such requested registration to all other Holders of Registrable Securities Founding Members, and thereupon the Company will will, as expeditiously as possible, use its reasonable best efforts to effect the registration under the Securities Act , but in no event prior to the expiration of such underwriter lock up period, of: (i1) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, andthe Demand Party (“Demand Registrable Securities”) (ii2) all other Registrable Securities of the same class(es) or series as the Demand Registrable Securities and which the Company has been requested to register by the any other Holders Founding Member thereof on a pro rata basis by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described aboveamount and intended method of disposition of such Registrable Securities), all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b) hereofthe intended method thereof as aforesaid) of the Registrable Securities so to be registeredregistered (“Member Registrable Securities”); (3) all Registrable Securities of the same class(es) or series as the Demand Registrable Securities which have been requested to be included by the Company in such registration (“Company Registrable Securities”); and (4) all Registrable Securities of the same class(es) or series as the Demand Registrable Securities which have been requested to be included by holders of Registrable Securities other than the Founding Members (“Other Holder Registrable Securities”).

Request. Subject to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the Upon written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, from a Requesting Investor requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable SecuritiesEligible Securities held by such Investor, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, which notice may be delivered at any time and specifying (x) which notice shall specify the intended method or methods of disposition thereofof such Eligible Securities, (y) whether or not unless such requested Eligible Securities are included in a currently effective registration is to be an underwritten offering, and (z) statement of the price range (net Company permitting the resale of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable SecuritiesEligible Securities in the manner contemplated by the Requesting Investor, the Company will use its reasonable best efforts to (as promptly as reasonably practicable, but in any event within 10 business 120 days of such request) cause the registration statement to be declared effective by the SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided that: a. if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III hereof, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of the most recent such previous registration; b. if, while a registration request is pending pursuant to this Article II or Article III, (i) the Board of Trustees of the Company determines that any such filing or the offering of any Eligible Securities would be reasonably likely to materially adversely affect or materially delay any proposed material financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company or the Partnership or (ii) the Board of Trustees of the Company determines in good faith, with the advice of counsel, that the filing of a registration statement would be reasonably likely to require the disclosure of non-public material information the disclosure of which would not otherwise be required to be disclosed and which would be reasonably likely to have a material adverse effect on the Company, then, in each case described in the foregoing clauses (i) or (ii), the Company shall deliver to the Investors a certificate to such effect signed by its Chief Executive Officer or Chief Financial Officer, and the Company shall not be required to file a registration statement, prospectus or any amendment or any supplement thereto pursuant to this Article II until the earlier of (i) the date upon which such financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction concludes, or the date upon which such material information is disclosed to the public or ceases to be material, respectively, or (ii) sixty (60) days after the Company receives makes such written request give written notice good faith determination; provided, that only two (2) such certificates may be delivered to the Investors in any twelve (12) consecutive month period, and the aggregate number of such requested registration to all other Holders of Registrable Securities and thereupon days in which any Sales Blackout Periods may be in effect in any twelve (12) consecutive month period shall not exceed ninety (90) days; c. the Company will use reasonable efforts shall not be required to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested more than three (3) registrations pursuant to register by such Initiating Holders, and this Article II in any calendar year or (ii) all other Registrable a registration of Eligible Securities, the fair market value of which on the date of the registration request is less than $5,000,000. No registration of Eligible Securities which under this Article II shall relieve the Company has been requested of its obligation (if any) to register by the other Holders thereof by written request given effect registrations of Eligible Securities pursuant to Section 3.1 hereof; and d. the Company within 15 days after shall not file any registration statement or effect a public offering of its securities during the giving period of time covered by a certificate relating to an event described in clause (b)(i) (other than in connection with such written notice by the Company proposed transaction described in clause (which request shall specify the same information called for by the original request to effect registration described b)(i)) or (b)(ii) above), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registered.

Request. Subject to At any time after the limitations provided hereinEffective Date, commencing on December 31, 2002, or on the first anniversary any Major Investor holding not less than 10% of the effective date of Registrable Securities held by all Investors (a “Demanding Investor”) may make a written request to Parent for the Company's first registration statement Registration with the SEC under the U.S. Securities ActAct of all or part of such Demanding Investor’s Registrable Securities, whichever shall first occur, until which request will specify the fifth anniversary number of shares of Registrable Securities to be disposed of by such Demanding Investor and the effective date proposed plan of distribution therefor. Upon the Company's first registration statement under the Securities Act, upon the written receipt of any request (specifying that it is being made for Registration pursuant to this Section 2.1) 1.1(a), Parent will promptly notify the other Investors of the Initiating Holdersreceipt of such request. Upon the receipt of any request for Registration made in accordance with the terms of this Section 1.1(a), requesting that Parent will use its reasonable best efforts to effect, at the Company effect the registration earliest practicable date, such Registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the U.S. Securities Act of: (i) the Registrable Securities which the Company that Parent has been so requested to register Register by such Initiating Holdersthe Demanding Investor, and (ii) all other Registrable Securities which the Company that Parent has been requested to register Register by the other Holders thereof by Investors pursuant to a written request given to the Company Parent within 15 days after the giving of such written notice by Parent to such other Investors of the Company (which request shall specify the same information called for by the original request to effect registration described above), Demanding Investor; all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b) hereof1.1(b)) of the Registrable Securities so to be registeredRegistered; provided that, (A) Parent will not be required to effect more than a total of six demand Registrations pursuant to this Section 1.1(a) for the Investors; (B) if the intended method of distribution is an underwritten public offering, then Parent will not be required to effect such Registration pursuant to this Section 1.1(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if Parent has previously effected a Registration pursuant to this Section 1.1(a) or has previously effected a Registration of which notice has been given to the Investors pursuant to Section 1.2 or Section 1.3, then Parent will not be required to effect any Registration pursuant to this Section 1.1(a) until a period of 180 days will have elapsed from the date on which such previous Registration ceased to be effective; (D) any Investor whose Registrable Securities were to be included in any such Registration pursuant to this Section 1.1(a), by written notice to Parent, may withdraw such request and, on Parent’s receipt of notice of such withdrawal with respect to a number of shares of Registrable Securities such that the Investor that has not elected to withdraw does not hold, in the aggregate, the requisite amount of shares of Registrable Securities to require or initiate a request for a Registration under clause (E) of this Section 1.1(a), Parent will not be required to effect such Registration; provided that, if the Investor that has elected to withdraw its request for Registration agrees to pay the Expenses related to such Registration, then the request for Registration will not be counted for purposes of determining the number of Registrations to which such Investor is entitled pursuant to this Section 1.1(a); and (E) Parent will not be required to effect any Registration to be effected pursuant to this Section 1.1(a) unless the shares of Registrable Securities proposed to be sold in such Registration have an aggregate price (calculated based upon the Market Price of such shares of Registrable Securities as of the date of such request) of at least $10,000,000.

Request. Subject to From and after the limitations provided herein, commencing on December 31, 2002, or on the first one (1) year anniversary of the effective first day of the first full calendar month following the date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Actthis Agreement and subject to Section 4.3, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, from a Requesting Investor requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable SecuritiesEligible Securities held by such Investor, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent which notice may be delivered at any time after such one (25%1) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, year anniversary and specifying (x) which notice shall specify the intended method or methods of disposition thereofof such Eligible Securities (the “Registration Request Notice”), (y) whether or not unless such requested Eligible Securities are included in a currently effective registration is to be an underwritten offering, and (z) statement of the price range (net Company permitting the resale of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable SecuritiesEligible Securities in the manner contemplated by the Requesting Investor, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use its reasonable best efforts to effect (as promptly as practicable) file the appropriate registration statement under the Securities Act of: with the SEC and (ias promptly as reasonably practicable, but in any event within 180 days of such request) the Registrable Securities which the Company has been so requested cause such registration statement to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register be declared effective by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, that: (a) if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Section 2.1 until a period of ninety (90) days shall have elapsed from the effective date of the most recent such previous registration, unless such earlier registration was pursuant to Section 3.1 and the Selling Investors in connection therewith were subjected to a cutback in accordance with Section 2.1(b3.1(e); and (b) hereofthe Company shall not be required to effect (i) more than three (3) registrations pursuant to this Article II in any calendar year or (ii) a registration of Eligible Securities, the fair market value of which on the date of receipt by the Company of the Registrable Securities so to be registeredRegistration Request Notice is less than $5,000,000.

Request. Subject to the limitations provided hereinprovisions of this SECTION 4.1, commencing on December 31, 2002, or on at any time after the first anniversary of the effective date Effective Time, one or more Stockholders may request registration for sale under the Act of all or part of the Company's first Common Stock then held by them; PROVIDED, HOWEVER, that such Stockholders must request registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary for sale of the effective date a number of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of shares which represents at least fifty percent (50%) of the thentwenty-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Common Stock issued held by all Stockholders on the date of such request. (As used in SECTIONS 4.1 through 4.6 of this Agreement, the Common Stock held by a Stockholder shall be deemed to include Conversion Shares). Within fifteen (15) days after receipt by the Company to of such request (which request shall specify the Purchaser, and specifying (x) the intended method number of disposition thereof, (y) whether or not such requested registration is shares proposed to be an underwritten offering, registered and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securitiessold), the Company will within 10 business days after the Company receives such written request shall promptly give written notice of such requested registration to all other Holders Stockholders of Registrable Securities the proposed demand registration, and thereupon such other Stockholders shall have the Company will use reasonable efforts right to effect the join in such proposed registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holdersand sale, and (ii) all other Registrable Securities which the Company has been requested to register by the other Holders thereof by upon written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for number of shares proposed to be registered and sold) within fifteen (15) days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable, use its best efforts (i) to file with the SEC under the Act a registration statement on the appropriate form concerning all Common Stock specified in the demand request and all shares with respect to which the Company has received such written request from the other Stockholders and (ii) to cause such registration statement to be declared effective. The Company shall use its best efforts to cause each offering pursuant to this SECTION 4.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter. The Company shall not be required to comply with more than two (2) requests by the original request Stockholders, collectively, for demand registrations pursuant to effect registration described above), all this SECTION 4.1 unless pursuant to the extent requisite to permit the disposition (provisions of SECTION 4.1.3 hereof a number of shares in accordance with Section 2.1(b) hereof) excess of one-third of the Registrable Securities so Common Stock requested to be registeredincluded in a registration are not included, in which event the Company shall be obligated to comply with an additional request for a demand registration (but in no event shall the Company be obligated to comply with more than a total of three (3) requests for a demand registration).

Request. Subject to section 2.4.2, from time to time after the limitations provided herein, commencing on December 31, 2002, or on ------- earliest to occur of (a) the first anniversary of the effective date of the Company's first on which any Common Shares shall have - been publicly sold pursuant. to a registration statement under the Securities Act, whichever shall first occur, until (b) the fifth anniversary of the effective Closing Date, and (c) the date on which - - more than (i) 50% of the Company's first registration statement under Class A Common Shares, or (ii) 50% of the Securities ActClass B - -- Common Shares (excluding Conversion Common) is, in the aggregate, held by Unrelated Third Parties, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, Holders requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is accompanied by a letter from an investment banking firm of national reputation to be an underwritten offering, and (z) the effect that the price range (net and other terms of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securitiesproposed offering appear reasonable in light of then prevailing market conditions, the Company will promptly, but in any event within 10 business days after the Company receives such written request 20 Shareholder Rights Agreement ---------------------------- days, give written notice of such requested registration to all other Holders holders of Registrable Securities and thereupon the Company will use reasonable its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating HoldersHolders for disposition in accordance with the intended method of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by the other Holders holders thereof by written request given to the Company within 15 30 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described aboveintended method of disposition of such Registrable Securities), all to the extent requisite required to permit the disposition (in accordance with Section 2.1(b) hereofthe intended methods thereof as aforesaid) of the Registrable Securities so to be registered., provided the Company shall not be required to effect any -------- registration pursuant to this section 4.1 (x) after three registrations - requested pursuant to this section 4.1 shall have been effected, (y) within the - 12 month period immediately following a registration in connection with which a firm commitment public offering of Registrable Securities shall have become effective under the Securities Act pursuant to a request under this section 4.1, or (z) after the third anniversary of the Conversion Termination Date. -

Request. Subject to Section 2.1(f), at any time following December 12, 2001, one or more holders (the limitations provided herein, commencing on December 31, 2002, "Initiating Holders") of 25% or on the first anniversary more of the effective date total number of shares of Class A Common Stock issued or issuable upon conversion or issued upon exchange of the Company's first registration statement under Preferred Stock that has been issued pursuant to the Securities ActStock Purchase Agreement, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Actmay, upon the written request (specifying that it is being made pursuant if such request involves an underwritten offering, each such request shall specify the number of shares to this Section 2.1) of be included in such registration and the Initiating Holdersacceptable price range for the shares to be included in such registration), requesting that require the Company to effect the registration under the Securities Act of at least fifty percent (50%) any Registrable Securities held by such Initiating Holders. Should the Initiating Holders request registration of the then-outstanding Preferred Stock that constitute Registrable Securities, but no less than any legal expenses arising as a result of conforming the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued for public trading shall be divided equally between and paid by the Company to and the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Initiating Holders. The Company promptly will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders holders of Registrable Securities and thereupon who are entitled to join in such registration. After December 12, 2001, the Company will use its reasonable best efforts to effect effect, not later than 90 days after the end of the period in which each request for registration is received (or, if the 90th day is not a business day, the first business day thereafter), the registration under the Securities Act, including, by means of a shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act if so requested in such request (but only if the Company is then eligible to use such a shelf registration and if Form S-3 (or such successor form) is then available to the Company), of: (i) the Registrable Securities which that the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which that the Company has been requested to register by the other holders thereof (such holders together with the Initiating Holders thereof hereinafter are referred to as the "Selling Holders") by written request given to the Company within 15 30 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above)of such registration, all to the extent requisite required to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registered.

Request. Subject to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the Upon written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, from an Investor requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable SecuritiesEligible Securities held by such Investor, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, which notice may be delivered at any time and specifying (x) which notice shall specify the intended method or methods of disposition thereof, (y) whether or not of such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Eligible Securities, the Company will within 10 business use its reasonable best efforts to effect (at the earliest possible date) the registration, under the Securities Act, of such Eligible Securities for disposition in accordance with the intended method or methods of disposition stated in such request; provided that: a. if the Company shall have previously effected a registration with respect to Eligible Securities pursuant to Article IV hereof, the Company shall not be required to effect a registration pursuant to this Article III until a period of one hundred twenty (120) days shall have elapsed from the effective date of the most recent such previous registration; b. if, while a registration request is pending pursuant to this Article III, the Company determines in the good faith judgment of the Board of Trustees of the Company, with the advice of counsel, which determination shall be made not more than seven Business Days after receipt by the Company of the registration request, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company, the Company shall deliver a certificate to such effect signed by its Chief Executive Officer, President, or any Executive Vice President to the Investors, and the Company shall not be required to effect a registration pursuant to this Article III until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) 30 days after the Company receives makes such written request give written notice good faith determination; provided, that only one such certificate may be delivered in connection with the filing of such requested any registration to all other Holders of Registrable Securities and thereupon statement; and c. the Company will use reasonable efforts shall not be required to effect the registration under the Securities Act of: (i) more than two registrations pursuant to this Article III in any calendar year and (ii) a registration of Eligible Securities, the Registrable Fair Market Value of which on the date of the registration request is less than $2,500,000. No registration of Eligible Securities under this Article III shall relieve the Company of its obligation (if any) to effect registrations of Eligible Securities pursuant to Article II or IV hereof. d. the Company shall not be required to effect a registration pursuant to this Article III during the period that ends six (6) months prior to the date on which Gary M. Holloway is preven▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ng of any securities of the Company beneficially owned by him pursuant to the underwriters' "lock-up" set forth in the underwriting agreement used for the Company's initial public offering; provided, however that in the event that the underwriters' waive such lock-up then the period of time during which the Company has been so requested is not required to register effect a registration pursuant to Article III shall be similarly reduced; provided further that Gary M. Holloway agre▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇hall he sell or offer to sell publicly or privately any securities of the Company beneficially owned by such Initiating Holders, and (ii) all other Registrable Securities him for a period of six consecutive months following the period during which the Company has been requested to register by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request is not required to effect a registration described above), all pursuant to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registeredthis Article III.

Request. Subject to At any time after the limitations provided hereinclosing of an Initial Public Offering, commencing on December 31each of (i) Parthenon, 2002(ii) Chase, and (iii) one or on the first anniversary more of the effective date Shareholders then holding in the aggregate no less than 25% of the Company's first registration statement under Registrable Securities held by the Securities ActShareholders, whichever acting through a designee, shall first occur, until have the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the right to make written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting requests that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding their Registrable Securities; PROVIDED, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaserthat, and specifying (x) the intended method of disposition thereof, (y) whether or not such Registrable Securities requested registration is to be registered by such Shareholder(s) (collectively, the "REQUESTING PARTY") have an underwritten offering, aggregate sale price (calculated based upon the market price of such Registrable Securities on the date of filing of the registration statement with respect to such demand registration) to the public of at least $5,000,000. Subject to Sections 5.2(g) and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securitiesh), the Company will promptly (and in any event within 10 business days after the Company receives such written request days) give written notice of such requested registration to all other Holders of Shareholders holding Registrable Securities and thereupon offer such other Shareholders the opportunity to register such amount of their Registrable Securities as such Shareholders may request. The Company will thereupon file a registration statement with respect to, and use reasonable its best efforts to effect make effective, at the earliest possible date, the registration under the Securities Act, including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but only if the Company is then eligible to use such a shelf registration), of: (i) the Registrable Securities which that the Company has been so requested to register by such Initiating Holdersthe Requesting Party, and (ii) all other Registrable Securities which that the Company has been requested to register by the other Holders thereof Shareholders holding Registrable Securities (such Shareholders together with the Requesting Party hereinafter are referred to as the "REGISTERED SELLING SHAREHOLDERS") by written request given to the Company within 15 10 business days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above)Company, all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registered.

Request. Subject At any time and from time to time after the expiration of the Initial Registration Period, the Requesting Holders may make a written request (the "Initiating Request") to the limitations provided hereinCompany for the registration with the Commission under the Securities Act of all or part of such Requesting Holders' Registrable Common Stock, commencing on December 31which Initiating Request shall specify the number of shares to be disposed of by such Requesting Holders and the proposed plan of distribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), 2002, or on the first anniversary Company promptly shall notify in writing all other Holders of the effective date receipt of such request and will use its reasonable best efforts to effect, at the Company's first earliest practicable date, such registration statement under the Securities Act, whichever shall first occurincluding a Shelf Registration, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Actif applicable, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Requesting Holder or Holders, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the any other Holders thereof by written request given to the Company within 15 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the same information called for by the original request to effect registration described above)Initiating Request, all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b6(c) hereof) of the Registrable Securities Common Stock so to be registered; provided, that, (A) the Company shall not be required to effect more than a total of four registrations pursuant to this Section 3 (including a Shelf Registration effected pursuant to Section 3(b)), (B) if the Company shall have previously effected a registration pursuant to this Section 3(a) (including one registration effected pursuant to Section 3(b)) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof following the effectuation of a registration pursuant to this Section 3(a), the Company shall not be required to effect any registration or file a Registration Statement pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such registration is no longer required to be kept effective, it being agreed that the foregoing limitation shall in no event be applicable to the first Initiating Request pursuant to this Section 3(a), (C) any Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3, by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders holding a percentage of Registrable Common Stock, such that the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Common Stock to initiate a request under this Section 3, the Company shall not effect such registration, and (D) the Company shall not be required to effect any registration pursuant to this Section 3(a) unless at least 12.5% of the shares of Common Stock issued pursuant to this Plan are to be included in such registration.

Request. Subject At any time and from time to time after the expiration (in accordance with Section 2(a) above) or cessation of effectiveness of the Shelf Registration Statement filed by the Company pursuant to Section 2(a) hereof (the “Initial Shelf”) and prior to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date termination of the Company's first ’s obligations hereunder pursuant to and in accordance with the terms of Section 19 hereof, one or more Holders (other than Management Holders, who shall have no request rights under this Section 3(a)) (the “Initiating Holders”) may make a written request (the “Initiating Request”) to the Company for the registration statement with the Commission under the Securities Act of all or part of such Initiating Holders’ Registrable Common Stock; provided, however, that such request shall be made by one or more Holders (other than Management Holders) holding at least 15% of the outstanding shares of Registrable Common Stock, which request shall specify the number of shares to be disposed of by such Holders and the proposed plan of distribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company promptly shall notify in writing all other Holders (including the Management Holders) of the receipt of such request and will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act, whichever shall first occurincluding a Shelf Registration, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Actif applicable, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holder or Holders, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the any other Holders thereof by written request given to the Company within 15 20 days after the giving of such written notice by the Company to such other Holders of the Initiating Request (which request shall specify 10 days if the same information called for by Company states in such written notice or gives telephonic notice to the original request relevant stockholders, with written confirmation to effect follow promptly thereafter, stating that (i) such registration described abovewill be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b3(c) hereof) of the Registrable Securities so Common Stock to be so registered; provided, that, (A) the Company shall not be required to effect more than a total of six registrations pursuant to this Section 3(a) for all Holders of Registrable Common Stock, (B) if the intended method of distribution is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 3(a) unless such underwriting shall be conducted on a “firm commitment” basis, (C) if the Company shall have previously effected a registration pursuant to Section 2, this Section 3(a) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof, the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective, (D) any Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders (excluding Management Holders) holding a percentage of Registrable Common Stock, such that the Holders (excluding Management Holders) that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Common Stock to initiate a request under this Section 3(a), the Company shall not effect such registration, (E) the Company shall not be required to effect any registration to be effected pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such request is to be included in such registration, and (F) a Shelf Registration effected under this Section 3(a) shall comply with the procedures set forth in the second paragraph of Section 2(a).

Request. Subject to the limitations provided herein, commencing on December January 31, 20021998, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, . upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, Holders requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, . but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) 20% of the total number of shares of Preferred Stock issued by the Company to the Purchaserall Purchasers, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of I)f underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of:: . (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registered.

Request. Subject The Company shall cause to be filed on the later of (a) the first business day following the 15th day after the First Closing Date (as defined in the Contribution Agreement), or (b) May 1, 1998, or as soon as practicable thereafter, a Shelf Registration Statement providing for the sale by the Investors of all of the Registrable Securities in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the Registrable Securities continuously effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding so long as any Investor holds Registrable Securities; provided, but no less than however, that at any time after the Shelf Registration Statement becomes effective the number of Registrable Securities issued outstanding is less than 12,500, then the Investors owning the remaining Registrable Securities shall be given notice that the Shelf Registration will be permitted to lapse in not less than 90 days, after which 90-day period, the Company's obligations under this Section 2.1.1 shall cease. Subject to Section 2.2.2 and Section 2.2.11, the Company further agrees to amend the Shelf Registration Statement if and as required by the rules, regulations or issuable upon conversion of twenty five percent (25%) of instructions applicable to the total number of shares of Preferred Stock issued registration form used by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable SecuritiesShelf Registration Statement or by the Securities Act or any rules and regulations thereunder; provided, however, that the Company will within 10 business days after the Company receives such written request give written notice of such requested registration shall not be deemed to all other Holders of Registrable Securities and thereupon the Company will use have used its reasonable efforts to effect keep the registration under Shelf Registration Statement effective during the Securities Act of: (i) applicable period if it voluntarily takes any action that would result in the Investors not being able to sell Registrable Securities which covered thereby during that period, unless such action is required under applicable law or the Company has been so requested filed a post- effective amendment to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company Shelf Registration Statement and the Commission has been requested to register not declared it effective or except as otherwise permitted by the other Holders thereof by written request given to the Company within 15 days after the giving last three sentences of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registered2.2.

Request. Subject The Pre-IPO Shareholders shall each have the right to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect file a Registration Statement with the SEC on the appropriate registration under the Securities Act of at least fifty percent (50%) form for all or part of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable held (and for avoidance of doubt, that would be held upon conversion of twenty five percent Class B Shares into Registrable Securities) by such Holder once such Holder is no longer subject to the lock-up applicable to it entered into in connection with the IPO (25%which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) of by delivering a written request to the total Company specifying the kind and number of shares of Preferred Stock issued by the Company Registrable Securities such Holder wishes to the Purchaser, Register and specifying (x) the intended method of disposition thereof, distribution thereof (y) whether or not a “Demand Registration” and the Holder submitting such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable SecuritiesDemand Registration, the “Initiating Holder”). The Company will shall (i) within 10 business days after 5 Business Days of the Company receives receipt of such written request request, give written notice of such requested registration Demand Registration (the “Company Notice”) to all Holders other Holders of Registrable Securities and thereupon than the Company will use reasonable efforts to effect relevant Initiating Holder (the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating “Eligible Holders”), and (ii) use its reasonable best efforts to file a Registration Statement in respect of such Demand Registration within 45 days of receipt of the request, and (iii) use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter. The Company shall include in such Registration all other Registrable Securities which that the Eligible Holders request to be included within the 10 Business Days following their receipt of the Company has been requested to register by Notice. For the other Holders thereof by written avoidance of doubt, the Initiating Holder may deliver a request given for a Demand Registration and the Company shall deliver the Company Notice prior to the Company within 15 days expiration of any lock-up period applicable to the Initiating Holder, so long as the Registration Statement is not filed until after the giving expiration of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registeredlock-up period.

Request. Subject At any time and from time to time after the limitations provided herein, commencing on December 31, 2002, expiration (in accordance with Section 2(a)) or on the first anniversary cessation for a period of 90 days of the effective date effectiveness of the Shelf Registration Statement filed by the Company pursuant to Section 2(a) (the "Initial Shelf") and until the Company's first obligations hereunder with respect to the registration statement of Registrable Common Stock have terminated pursuant to Section 18, any Initiating Holder or Initiating Holder Group may make a written request (an "Initiating Request") to the Company for the registration with the Commission under the Securities Act of all or part of the Registrable Common Stock owned by such Initiating Holder or Initiating Holder Group, which request shall specify the number of shares of Registrable Common Stock to be disposed of by such Initiating Holder or Initiating Holder Group and the proposed plan of distribution of such shares. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), the Company will promptly (and in any event within 10 Business Days after receipt of such Initiating Request) notify in writing all other Holders of the receipt of such request and, subject to Section 9(b), will use commercially reasonable efforts to effect, at the earliest practicable date, such registration under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which Common Stock that the Company has been so requested to register by such Initiating Holders, Holder or Initiating Holder Group; and (ii) all other Registrable Securities which Common Stock that the Company has been requested to register by the any other Holders thereof by written request given to the Company within 15 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the same information called for by the original request to effect registration described above)Initiating Request, all to the extent requisite necessary to permit the proposed method of disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities Common Stock so to be registered; provided, that, (A) the Company shall not be required to effect more than a total of three registrations pursuant to this Section 3(a) for all Holders of Registrable Common Stock; (B) if the Company shall have previously effected a registration pursuant to Section 2 or this Section 3(a), or shall have previously effected a registration of a Public Offering of which notice has been given to the Holders pursuant to Section 4, the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which such previous registration ceased to be effective; (C) any Initiating Holder or Initiating Holder Group (at the request of those members of such Initiating Holder Group owning a majority of the shares of Registrable Common Stock owned by all members of such Initiating Holder Group) whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), may, by written notice received by the Company before the filing of a registration statement pursuant to this Section 3(a), withdraw its Initiating Request. Upon receipt of such withdrawal notice, the Company shall not effect such registration; provided that, (i) if the members of an Initiating Holder Group that have not requested withdrawal of an Initiating Request collectively own and wish the Company to register the offering of 10% or more of the shares of Registrable Common Stock outstanding at the time of delivery of the Initiating Request (the "Non-withdrawing Holders"), the Company shall effect a registration that includes only such shares of Registrable Common Stock owned by the Non-withdrawing Holders and such registration shall count as one of the permitted registrations pursuant to paragraph (A) above; and (ii) a requested registration that is not effected as a result of the withdrawal of an Initiating Request by the Initiating Holder or Initiating Holder Group, as the case may be, pursuant to this paragraph (C) will count as one of the permitted registrations pursuant to paragraph (A) above unless (x) the Initiating Holder or Initiating Holder Group elects to pay or reimburse the Company for all Expenses incurred in connection with such requested registration or (y) such Initiating Request is withdrawn (1) at the request of the Company, (2) because of a breach by the Company of any of its obligations under this Agreement, or (3) within 10 Business Days after the occurrence of a Material Adverse Change; and (D) the Company is not required to effect any registration pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such Initiating Request is to be included in such registration. Subject to Section 9(b), the Company agrees to use commercially reasonable efforts to keep each registration statement effected pursuant to this Section 3(a) continuously effective in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of Registrable Common Stock covered by such registration statement until the earliest of (i) such time as all of such Registrable Common Stock has been disposed of in accordance with such registration statement, (ii) there shall cease to be any Registrable Common Stock, or (iii) 120 days after such registration statement has been declared effective (plus a number of Business Days equal to the number of days, if any, that such registration statement is not kept effective after the initial date of its effectiveness and prior to 120 days thereafter), provided that, with respect to any Shelf Registration such period shall extend for the period provided for in Section 3(g).

Request. Subject to From and after the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of this Agreement and subject to Section 4.3 and the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary cutback provisions of the effective date of the Company's first registration statement under the Securities ActSection 4.2(e) (if applicable), upon the written request (specifying that it is being made pursuant to this Section 2.1) of from the Initiating Holders, Investor requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable Eligible Securities, but no less than which notice may be delivered at any time after the number date of Registrable this Agreement and which notice shall specify the intended method or methods of disposition of such Eligible Securities issued or issuable upon conversion of twenty five percent (25%) the “Registration Request Notice”), unless such Eligible Securities are included in a currently effective registration statement of the total number Company permitting the resale of shares of Preferred Stock issued such Eligible Securities in the manner contemplated by the Investor, the Company will (as promptly as practicable, but in any event within sixty (60) days of such request) file the appropriate registration statement under the Securities Act with the SEC and will use its reasonable best efforts to (as promptly as reasonably practicable, but in any event within one hundred eighty (180) days of such request) cause such registration statement to be declared effective by the PurchaserSEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, and specifying that: (a) if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of such previous registration statement; and (b) the Company shall not be required to effect (i) more than three (3) registrations pursuant to this Article II in any calendar year or (ii) a registration of Eligible Securities if (x) the intended method fair market value of disposition thereof, such Eligible Securities on the date of receipt by the Company of the Registration Request Notice is less than $25 million and (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested relates to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) less than 7.43% of the Registrable Eligible Securities so to be registeredthen outstanding.

Request. Subject to During the limitations provided herein, period commencing on December 31, 2002, or the date hereof and ending on the first tenth anniversary of the effective date hereof (the "Registration Period"), Stockholders holding an aggregate of at least 30% of the Registrable Securities outstanding as of the date of such Request (as defined below) (the Company's first registration statement under "Electing Holders") shall have the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, right upon the written notice to CCI (a "Request") to request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company CCI effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable Securities, Securities then owned by such Stockholder(s) (but no in any event not less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total an aggregate number of shares of Preferred Stock issued by Common Stock, as adjusted to reflect any stock splits, combinations of shares, reclassifications or comparable transactions, as shall constitute at least 30% of the Company to Registrable Securities outstanding as of the Purchaserdate of such Request, and specifying (x) or such lesser number of shares as shall then constitute all of the intended method of disposition thereof, (y) whether or not such requested registration is Registrable Securities then outstanding taking into account all Registrable Securities to be an underwritten offeringincluded in such registration); provided, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to however, CCI shall not under any circumstance be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts obligated to effect the any such registration under the Securities Act of: (i) if the Registrable Securities which are the Company subject of any such Request as of the date of such Request have a value of less than $50,000,000. Upon receipt of any such Request, CCI will provide notice of such Request in accordance with Section 9 (the "Registration Notice") to each of the Stockholders not included in such Request and will use all reasonable efforts (subject to Section 5(b)) to effect such registration of the Registrable Securities which CCI has been so requested to register in the Request or by any other Stockholder within 60 days after delivery of the Registration Notice (the Stockholders requesting registration pursuant to this Section 2 or Section 3 hereof shall collectively be referred to as the "Participating Stockholders"). The Stockholders collectively shall be entitled to three Requests during the Registration Period pursuant to this Section 2, provided that, regardless of whether any securities are offered or sold pursuant thereto (other than as a result of any action by CCI pursuant to Section 5(b)), no more than one Request shall be made by any Stockholder during any twelve month period during the Registration Period. CCI may include in any such Initiating Holdersregistration other securities for sale for its own account or for the account of any other Person; provided that, and (ii) all other Registrable Securities which if the Company has been requested managing underwriter for the offering shall determine that the number of shares proposed to register be offered in such offering would be reasonably likely to adversely affect such offering, then the securities to be sold by the Stockholders shall be included in such registration before any securities proposed to be sold for the account of CCI or any other Person and provided, further, that the Stockholders agree that any reduction in the number of securities to be offered by the Stockholders pursuant to any Request shall be on a pro rata basis, except that the securities offered by the Electing Holders thereof by written request given initiating such Request shall not be reduced to less than 50% of such securities included in the initial Request unless no securities of any other Stockholder are included therein. The Electing Holders shall be responsible for any calculations relating to the Company within 15 days after the giving of foregoing and shall set forth such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite to permit the disposition (calculations in accordance with Section 2.1(b) hereof) of the Registrable Securities so a certificate to be registereddelivered to CCI, on which certificate CCI shall be entitled to rely.

Request. Subject At any time or from time to time after the 90th day ------- following the issuance of the Preferred Stock pursuant to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities ActStock Purchase Agreement, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the one or more Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable Securities, but no less than the number of such Initiating Holders' Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request promptly give written notice of such requested registration to all other Holders registered holders of Registrable Securities Securities, and thereupon the Company will will, subject to the terms of this Agreement, use reasonable its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, andHolders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which the Company has been requested to register by the other Holders thereof by shall have made a written request given to the Company for registration thereof within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the original request Company or other holders of the Company's Common Stock having registration rights may elect to effect registration described above)register in connection with the offering of Registrable Securities pursuant to this section 2.1, all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereofthe intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered; provided, that -------- the Company shall not be required to effect any registration pursuant to this section 2.1 (x) on more than three separate occasions and (y) unless the Holders have requested to sell at least 2 million shares of Registrable Securities or shares of Registrable Securities to be sold have a fair market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this section 2.1) of at least $50 million; provided, however, the Company shall be required, if so requested, to -------- effect one additional registration pursuant to this Section 2.1 subsequent to the third anniversary of the issuance of the Preferred Stock to the Holders by the Company which request may be made by Apollo or its Affiliates, whether or not an Initiating Holder, and will not be subject to the volume or fair market value limitations set forth in clause (y) above.

Request. Subject At any time and from time to time after the date hereof, the Stockholder may make a written request to the limitations provided herein, commencing on December 31, 2002, or on Company for the first anniversary of registration with the effective date of the Company's first registration statement Commission under the Securities Act, whichever shall first occur, until the fifth anniversary Act of all or part of the effective date Stockholder’s Registrable Common Stock which request shall specify the number of shares of Registrable Common Stock to be disposed of by the Company's first Stockholder and the proposed plan of distribution therefor. Upon the receipt of any request for registration statement under made in accordance with the Securities Actterms of this paragraph, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holders, andthe Stockholder so as to permit the disposition of the Registrable Common Stock so to be registered; provided that: (i) the Company shall not be required to effect more than a total of one demand registration pursuant to this Section 2.1(a); (ii) all other Registrable Securities which if the intended method of distribution is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a “firm commitment” basis; (iii) if the Company has previously effected a registration pursuant to this Section 2.1(a) or Section 2.1(g) hereof or has previously effected a registration of which notice has been requested to register by the other Holders thereof by written request given to the Stockholder pursuant to Section 2.2 hereof, the Company within 15 shall not be required to effect any registration pursuant to this Section 2.1(a) until a period of 180 days after shall have elapsed from the giving date on which the previous such registration ceased to be effective; (iv) the Stockholder, by written notice to the Company, may withdraw such request and, on the Company’s receipt of notice of such written notice by withdrawal, the Company (which request shall specify the same information called for by the original request not be required to effect such registration; provided that, if the Stockholder agrees to pay the Expenses related to such registration, then the request for registration described aboveshall not be counted for purposes of determining the number of registrations to which the Stockholder is entitled pursuant to this Section 2.1(a), all ; and (v) the Company shall not be required to effect any registration to be effected pursuant to this Section 2.1(a) unless the extent requisite shares of Registrable Common Stock proposed to permit be sold in such registration have an aggregate price (calculated based upon the disposition (in accordance with Section 2.1(b) hereofMarket Price of such shares of Registrable Common Stock as of the date of such request) of the Registrable Securities so to be registeredat least $8,000,000.

Request. Subject to At any time after the limitations provided hereindate hereof, commencing on December 31the Trust Preferred Purchaser or any other Holder of Trust Registrable Securities or group of Holders, 2002in each case, or on the first anniversary holding in excess of 10% of the effective date aggregate principal amount of the Company's first registration statement under the Trust Preferred Securities Act, whichever shall first occur, until the fifth anniversary then outstanding (PROVIDED that no Transferee of the effective date Trust Preferred Purchaser or any of the Company's first its Affiliates or of any Transferee shall be permitted to request a registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of 5.1 unless the Initiating Holdersright to make such a request was transferred to such Transferee pursuant to Section 3.1(b)(ii)), requesting individually or collectively, as the case may be (the "TRUST DEMAND PARTY"), may request in writing that the Company and the Trust effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding such Trust Demand Party's Trust Registrable Securities, but no less than . Any such request will specify (i) the number of Trust Registrable Securities issued or issuable upon conversion of twenty five percent proposed to be sold and (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (xii) the intended method of disposition thereof. Subject to the other provisions of this Section 5.1, (y) whether or not such requested registration is to be an underwritten offeringthe Trust shall, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after shall cause the Company receives such written request Trust to, promptly give written notice of such requested registration to all other Holders of Trust Registrable Securities Securities, and thereupon the Company will will, as expeditiously as possible, use its commercially reasonable efforts to effect the registration under the Securities Act of: (i) the Trust Registrable Securities which the Company has and the Trust have been so requested to register by such Initiating Holders, the Trust Demand Party; and (ii) all other Trust Registrable Securities of the same class(es) or series as are to be registered at the request of a Trust Demand Party and which the Company Trust has been requested to register by the any other Holders thereof Holder of Trust Registrable Securities by written request given to the Company and the Trust within 15 thirty (30) days after the giving of such written notice by the Company Trust (which request shall specify the same information called for by the original request to effect registration described aboveamount and intended method of disposition of such Trust Registrable Securities), all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b) hereofthe intended method thereof as aforesaid) of the Trust Registrable Securities so to be registered.

Request. Subject to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon Upon the written request (specifying that it is being made pursuant to this Section 2.1) of one or more Initiating Holders at any time or times not earlier than 90 days after the Initiating Holders, date hereof requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable Securities, but no less than the number of such Initiating Holders' Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request promptly give written notice of such requested registration to all other Holders registered holders of Registrable Securities Securities, and thereupon the Company will use reasonable its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, andHolders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which the Company has been requested to register by the other Holders thereof by shall have made a written request given to the Company for registration thereof within 15 30 days after the giving of such written notice by the Company (which request shall specify the same information called for by intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the original request Company and any Other Stockholders may elect to effect registration described above)register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereofthe intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; PROVIDED that the Company shall not be required to effect (i) more than two registrations pursuant to this Section 2.1, (ii) any registration of Registrable Securities pursuant to this Section 2.1 unless the aggregate number of shares of Registrable Securities requested to be registered by all holders of Registrable Securities is equal to or greater than 25% of the Registrable Securities originally issuable under the Sale Agreement or have a market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 2.1) of at least $5 million at the close of the last trading day prior to such request., (iii) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration (provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective), and (iv) if (x) in the good faith judgment of the board of directors of the Company, such registration would be seriously detrimental to the Company and the board of directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (y) the Company shall furnish to such Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental (provided that the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the request of Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.

Request. Subject to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon Upon the written request (specifying that it is being made pursuant to this Section 2.1) of the one or more Initiating Holders, Holders requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable Securities, but no less than the number of such Initiating Holders' Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request promptly give written notice of such requested registration to all other Holders registered holders of Registrable Securities Securities, and thereupon the Company will use reasonable its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, andHolders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which the Company has been requested to register by the other Holders thereof by shall have made a written request given to the Company for registration thereof within 15 30 days after the giving of such written notice by the Company (which request shall specify the same information called for by intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the original request Company and any Other Stockholders may elect to effect registration described above)register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereofthe intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; provided that the Company shall not be required to effect (i) more than one registration pursuant to this Section 2.1, (ii) the registration of Registrable Securities pursuant to this Section 2.1 unless the aggregate number of shares of Registrable Securities requested to be registered by all holders of Registrable Securities is equal to or greater than 50% of the Registrable Securities originally issuable under the Warrant Agreement or have a market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 2.1) of at least $5 million at the close of the last trading day prior to such request, (iii) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration (provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective), and (iv) the registration of Registrable Securities pursuant to this Section 2.1 if (x) in the good faith judgment of the board of directors of the Company, such registration would be seriously detrimental to the Company and the board of directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (y) the Company shall furnish to such Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental (provided that the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the request of Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period).

Request. Subject The Company shall cause to the limitations provided herein, commencing on December 31, 2002, or be filed on the first anniversary business day following the 420th day after the First Closing Date (as defined in the Contribution Agreement), or as soon as practicable thereafter, a Shelf Registration Statement providing for the sale by the Investors of all of the Registrable Securities in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective date of by the Company's first registration statement under Commission as soon as practicable thereafter. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities Act, whichever shall first occur, until the fifth anniversary of the continuously effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding so long as any Investor holds Registrable Securities; provided, but no less than however, that at any time after the Shelf Registration Statement becomes effective the number of Registrable Securities issued outstanding is less than 12,500, then the Investors owning the remaining Registrable Securities shall be given notice that the Shelf Registration will be permitted to lapse in not less than 90 days, after which 90-day period, the Company's obligations under this Section shall cease. Subject to Section and Section , the Company further agrees to amend the Shelf Registration Statement if and as required by the rules, regulations or issuable upon conversion instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or any rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the Investors not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Shelf Registration Statement and the Commission has not declared it effective or except as otherwise permitted by the last three sentences of twenty five percent Section . In the event that all the Subsequent Closings (25%as defined in the Contribution Agreement) have not yet occurred at the time of the total filing of a Shelf Registration Statement hereunder, such registration statement also shall include the maximum estimated number of Shares that Regency reasonably anticipates could constitute Registrable Securities as a result of the remaining Subsequent Closings, and if the number of Registrable Securities actually issued at all Subsequent Closings exceeds the number of shares of Preferred Stock issued covered by the Company to registration statement, Regency shall file an amendment increasing the Purchaser, and specifying (x) the intended method number of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register Shares covered by the other Holders thereof by written request given to Shelf Registration Statement, or shall file a new registration statement for the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registeredadditional Shares.

Request. Subject At any time or from time to time after the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of 12 month period immediately following the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number initial public offering of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable SecuritiesCommon Stock, the Company will within 10 business days after shall receive from any Holder or group of Holders holding at least a majority of the Company receives such written request Registrable Securities (the "Initiating Holders") a written (a) promptly give written notice of such requested registration the proposed registration, qualification or compliance to all other Holders of holding Registrable Securities and thereupon the Company will Securities; and (b) as soon as practicable, use reasonable its best efforts to effect such registration, qualification or compliance (including, without limitation, the registration execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the 1933 Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities Act ofas are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section: (i) the Registrable Securities in any particular jurisdiction in which the Company has been so requested would be required to register qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by such Initiating Holders, andthe 1933 Act, (ii) all other Registrable Securities which after the Company has effected one such registration pursuant to this Section 3.1 and such registration has been requested declared or ordered effective and the securities offered pursuant to register such registration have been sold; or (iii) within six (6) months following the effective date of a registration statement previously filed by the other Holders thereof by written request given Company. Subject to the Company within 15 days after the giving of such written notice by foregoing clauses (i), (ii) and (iii), the Company (which request shall specify the same information called for by the original request to effect file a registration described above), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of statement covering the Registrable Securities so requested to be registeredregistered as soon as practicable after receipt of the request or requests of the Initiating Holders. If, however, the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall 6 have the right to defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Initiating Holder, provided, however, that the Company may not utilize this right more than once in any twelve-month period.

Request. Subject After , 2009 [NOTE: the second anniversary hereof], either Stockholder may make a written request to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect for the registration with the Commission under the Securities Act of at least fifty percent (50%) all or part of such Stockholder’s Registrable Common Stock which request shall specify the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Registrable Common Stock issued to be disposed of by such Stockholder and the proposed plan of distribution therefor. Upon the receipt of any request for registration from a Stockholder pursuant to this paragraph, the Company to promptly shall notify the Purchaser, and specifying (x) other Stockholder of the intended method receipt of disposition thereof, (y) whether or not such requested request. Upon the receipt of any request for registration is to be an underwritten offering, and (z) made in accordance with the price range (net terms of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securitiesthis paragraph, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use its reasonable best efforts to effect effect, at the earliest practicable date, such registration under the Securities Act of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holdersthe Demanding Stockholder, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the other Holders thereof by Stockholder pursuant to a written request given to the Company within 15 days after the giving of such written notice by the Company (which to such other Stockholder of the request shall specify the same information called for by the original request to effect registration described above), Demanding Stockholder; all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities Common Stock so to be registered; provided that, (A) the Company shall not be required to effect more than a total of four demand registrations pursuant to this Section 2.1(a) for Arcelor and a total of four demand registrations pursuant to this Section 2.1(a) for Skandalaris; (B) if the intended method of distribution is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 2.1(a) or has previously effected a registration of which notice has been given to the Stockholders pursuant to Section 2.2 hereof, the Company shall not be required to effect any registration pursuant to this Section 2.1(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective; (D) any Stockholder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 2.1(a), by written notice to the Company, may withdraw such request and, on the Company’s receipt of notice of such withdrawal with respect to a number of shares of Registrable Common Stock such that the Stockholder that has not elected to withdraw does not hold, in the aggregate, the requisite amount of shares of Registrable Common Stock to require or initiate a request for a registration under clause (F) of this Section 2.1(a), the Company shall not be required to effect such registration; provided that, if the Stockholder that has elected to withdraw its request for registration agrees to pay the Expenses related to such registration, then the request for registration shall not be counted for purposes of determining the number of registrations to which such Stockholder is entitled pursuant to this Section2.1(a); and (E) the Company shall not be required to effect any registration to be effected pursuant to this Section 2.1(a) unless the shares of Registrable Common Stock proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such shares of Registrable Common Stock as of the date of such request) of at least $10,000,000.

Request. Subject At any time or from time to time after the 90th day following the issuance of the Preferred Stock pursuant to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities ActStock Purchase Agreement, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the one or more Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable Securities, but no less than the number of such Initiating Holders' Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request promptly give written notice of such requested registration to all other Holders registered holders of Registrable Securities Securities, and thereupon the Company will will, subject to the terms of this Agreement, use reasonable its best efforts to effect the registration under the Securities Act of: : (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, and Holders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which the Company has been requested to register by the other Holders thereof by shall have made a written request given to the Company for registration thereof within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the original request Company or other holders of the Company's Common Stock having registration rights may elect to effect registration described above)register in connection with the offering of Registrable Securities pursuant to this section 2.1, all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereofthe intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered; provided, that the Company shall not be required to effect any registration pursuant to this section 2.1 (x) on more than three separate occasions and (y) unless the Holders have requested to sell at least 2 million shares of Registrable Securities or shares of Registrable Securities to be sold have a fair market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this section 2.1) of at least $50 million; provided, however, the Company shall be required, if so requested, to effect one additional registration pursuant to this Section 2.1 subsequent to the third anniversary of the issuance of the Preferred Stock to the Holders by the Company which request may be made by Apollo or its Affiliates, whether or not an Initiating Holder, and will not be subject to the volume or fair market value limitations set forth in clause (y) above.

Request. Subject to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary Article ----------------------- ------- II of the effective date of the Company's first registration statement under the Securities ActAmended and Restated Stockholders' Agreement, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Actat any time, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, holders of a majority of the Eligible Securities then outstanding requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the a specified number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Eligible Securities, the Company will within 10 business days after the Company receives such written request shall promptly give written notice of such requested registration to all other Holders holders of Registrable Eligible Securities and thereupon the Company will shall use its reasonable efforts to effect the registration under the Securities Act of: (i) of the Registrable Eligible Securities which the Company has been so requested to register by the Selling Stockholders, for disposition for cash in accordance with the intended method or methods of disposition specified by the Selling Stockholders (which method of disposition shall be in accordance with the registration requirements of the United States securities laws), provided that (i) the Company shall not be required to effect -------- any registration pursuant to this Section 1.1 if during the twelve-month period immediately preceding such Initiating Holdersrequest for registration the Company has previously effected a registration pursuant to this Section 1.1, and (ii) subject to Section 1.1(g), the Company shall not be required to effect any registration pursuant to this Section 1.1 after seven registrations requested by holders of Eligible Securities pursuant to this Section 1.1 shall have been effected unless, as to no more than three additional registrations, the holders of a majority of the Eligible Securities then outstanding deliver at any time a notice to the effect that such holders agree to pay all other Registrable Registration Expenses in connection with such additional three registrations; provided, however, that if the Company proposes -------- ------- to redeem pursuant to ARTICLE SIXTH, Section 2.2 of the Articles shares of Class A Stock from the Class A Holders in an amount in excess of 0.25% of the Voting Securities of the Company, and the Selling Stockholders sell such shares pursuant to Section 2.11 or 7.4 of the Amended and Restated Stockholders' Agreement in a registered offering pursuant to which the Selling Stockholders have exercised a demand registration right, such registration shall not count toward the maximum number of registrations provided in this clause (ii) to the proviso to Section 1.1(a), (iii) the Company has been shall not be obligated to cause any ------- special audit to be undertaken with any such registration, and (iv) the Company shall not be required to effect any registration requested by holders of Eligible Securities pursuant to this Section 1.1 unless either (A) the aggregate market value of all Eligible Securities so requested to register be registered exceeds $200 million on the date of delivery of the request for registration based on the average closing price per share on the preceding ten Business Days of the Eligible Securities to be registered (the "Relevant Average Closing Price"), or (B) the registration relates to the sale of Post-Restructuring Series 3 PCS Shares and both (i) the aggregate market value of the Post-Restructuring Series 3 PCS Shares so requested to be registered exceeds $100 million on the date of delivery of the request for registration based on the Relevant Average Closing Price with respect to the Series 1 PCS Stock, and (ii) the registration involves at least the lesser of (x) Post-Restructuring Series 3 PCS Shares with an aggregate market value of at least $200 million on the date of delivery of the request for registration based on the Relevant Average Closing Price with respect to the Series 1 PCS Stock, and (y) all of the Post-Restructuring Series 3 PCS Shares owned by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registeredClass A Holders.

Request. Subject At any time or from time to time, the limitations provided hereinForstmann Little Partnerships, commencing on December 31individually or jointly, 2002, or on shall have the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant right to this Section 2.1) of the Initiating Holders, requesting that the Company require Parent to effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding their respective Registrable Securities, but no less than by delivering a written request (a "Forstmann Little Request") therefor to Parent specifying the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, Registrable Securities and specifying (x) the intended method of disposition thereof, distribution. At any time following the occurrence of both (yi) whether or not such requested registration is to be the consummation of an underwritten offering, IPO and (zii) a Trigger Event, Rio Bravo shall have the price range (net right to require Parent to effect the registration under the Securities Act of underwriting discounts and commissions) acceptable to such Holder all or Holders to be received for such Registrable part of its Rio Bravo Securities, the Company will within 10 business days after the Company receives such by delivering a written request give written notice (a "Rio Bravo Request") therefor to Parent specifying the number of such requested registration to all other Holders shares of Registrable Rio Bravo Securities and thereupon the Company will intended method of distribution; PROVIDED, HOWEVER, that if a Trigger Event occurs more than 180 days prior to the consummation of an IPO, Rio Bravo shall not be entitled to make a Rio Bravo Request or otherwise require Parent to effect a registration under this Section 2.1. The party or parties delivering a Forstmann Little Request or a Rio Bravo Request shall be referred to as the "Initiating Holder." In the case of a Forstmann Little Request, Parent shall as expeditiously as possible (but in any event within 120 days of receipt of the Forstmann Little Request), use reasonable its best efforts to effect the registration under the Securities Act of: (iincluding by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if Parent is then eligible to use such a registration) of the Registrable Securities which the Company Parent has been so requested to register by such the Initiating HoldersHolder. In the case of a Rio Bravo Request, and as promptly as practicable, but no later than ten days after receipt of a Rio Bravo Request, the Company shall given written notice of the Rio Bravo Request to all Holders (ii) all other the "Demand Exercise Notice"). Parent shall as expeditiously as possible (but in any event within 120 days of receipt of a Rio Bravo Request), use its best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company Parent has been so requested to register by the Initiating Holder and any other Holders thereof by Holder which have made a written request given to the Company within 15 days after the giving of for inclusion in such written notice by the Company registration (which request shall specify the same information called for maximum number of Registrable Securities intended to be disposed of by such Holder) within 30 days after the original receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). Parent shall (i) use its best efforts to effect the registration described above), all to the extent requisite to permit the disposition (of Registrable Securities for distribution in accordance with Section 2.1(bthe intended method of distribution set forth in the written request delivered by the Initiating Holder, and (ii) hereof) if requested by the Initiating Holder, obtain acceleration of the Registrable Securities so effective date of then registration statement relating to be registeredsuch registration.

Request. Subject to the limitations provided hereinprovisions of Section 2.2(h) below, commencing on December 31(i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, 2002, at any time or on from time to time after the first anniversary expiration of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, Shelf Registration Period and until the fifth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 75 days after the date hereof or ceases to be effective at any time prior to the expiration of the effective Shelf Registration Period, at any time or from time to time after the date which is 75 days from the date hereof (if the Shelf Registration fails to become effective) or the date on which the Shelf Registration ceases to be effective, as the case may be, and until the fifth anniversary hereof, the Holders, individually and jointly, of more than 10% of issued and outstanding shares of New Common Stock (the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the "Initiating Holders, requesting that ") shall have the right to require the Company to effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable SecuritiesNew Common Stock held by such Initiating Holders, but no less than by delivering a written request therefor to the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of Company specifying the total number of shares of Preferred Registrable New Common Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the distribution. The Company will within 10 business days after the Company receives such written request shall promptly give written notice of such requested registration to all other Holders of Registrable Securities Holders, and thereupon the Company will shall, as expeditiously as possible, use reasonable its best efforts to (A) effect the registration under the Securities Act of: (iincluding by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities New Common Stock which the Company has been so requested to register by such the Initiating Holders, and (ii) and all other Registrable Securities New Common Stock which the Company has been requested to register by any other Holder (together with the other Holders thereof Initiating Holders, the "Selling Holders") by written request given to the Company within 15 10 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above)Company, all to the extent requisite necessary to permit the disposition (distribution in accordance with Section 2.1(bthe intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) hereof) if requested by the Initiating Holders, obtain acceleration of the Registrable Securities so effective date of the registration statement relating to be registeredsuch registration.

Request. Subject At any time and from time to time after the expiration (in accordance with Section 2(a)) or cessation for a period of 90 days of the effectiveness of the Shelf Registration Statement filed by the Company pursuant to Section 2(a) (the “Initial Shelf”) and until the Company’s obligations hereunder with respect to the limitations provided hereinregistration of Registrable Common Stock have terminated pursuant to Section 18, commencing on December 31, 2002, any Initiating Holder or on Initiating Holder Group may make a written request (an “Initiating Request”) to the first anniversary Company for the registration with the Commission under the Securities Act of all or part of the effective date Registrable Common Stock owned by such Initiating Holder or Initiating Holder Group, which request shall specify the number of shares of Registrable Common Stock to be disposed of by such Initiating Holder or Initiating Holder Group and the proposed plan of distribution of such shares. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), the Company will promptly (and in any event within 10 Business Days after receipt of such Initiating Request) notify in writing all other Holders of the Company's first receipt of such request and, subject to Section 9(b), will use commercially reasonable efforts to effect, at the earliest practicable date, such registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which Common Stock that the Company has been so requested to register by such Initiating Holders, Holder or Initiating Holder Group; and (ii) all other Registrable Securities which Common Stock that the Company has been requested to register by the any other Holders thereof by written request given to the Company within 15 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the same information called for by the original request to effect registration described above)Initiating Request, all to the extent requisite necessary to permit the proposed method of disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities Common Stock so to be registered; provided, that, (A) the Company shall not be required to effect more than a total of three registrations pursuant to this Section 3(a) for all Holders of Registrable Common Stock; (B) if the Company shall have previously effected a registration pursuant to Section 2 or this Section 3(a), or shall have previously effected a registration of a Public Offering of which notice has been given to the Holders pursuant to Section 4, the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which such previous registration ceased to be effective; (C) any Initiating Holder or Initiating Holder Group (at the request of those members of such Initiating Holder Group owning a majority of the shares of Registrable Common Stock owned by all members of such Initiating Holder Group) whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), may, by written notice received by the Company before the filing of a registration statement pursuant to this Section 3(a), withdraw its Initiating Request. Upon receipt of such withdrawal notice, the Company shall not effect such registration; provided that, (i) if the members of an Initiating Holder Group that have not requested withdrawal of an Initiating Request collectively own and wish the Company to register the offering of 10% or more of the shares of Registrable Common Stock outstanding at the time of delivery of the Initiating Request (the “Non-withdrawing Holders”), the Company shall effect a registration that includes only such shares of Registrable Common Stock owned by the Non-withdrawing Holders and such registration shall count as one of the permitted registrations pursuant to paragraph (A) above; and (ii) a requested registration that is not effected as a result of the withdrawal of an Initiating Request by the Initiating Holder or Initiating Holder Group, as the case may be, pursuant to this paragraph (C) will count as one of the permitted registrations pursuant to paragraph (A) above unless (x) the Initiating Holder or Initiating Holder Group elects to pay or reimburse the Company for all Expenses incurred in connection with such requested registration or (y) such Initiating Request is withdrawn (1) at the request of the Company, (2) because of a breach by the Company of any of its obligations under this Agreement, or (3) within 10 Business Days after the occurrence of a Material Adverse Change; and (D) the Company is not required to effect any registration pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such Initiating Request is to be included in such registration. Subject to Section 9(b), the Company agrees to use commercially reasonable efforts to keep each registration statement effected pursuant to this Section 3(a) continuously effective in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of Registrable Common Stock covered by such registration statement until the earliest of (i) such time as all of such Registrable Common Stock has been disposed of in accordance with such registration statement, (ii) there shall cease to be any Registrable Common Stock, or (iii) 120 days after such registration statement has been declared effective (plus a number of Business Days equal to the number of days, if any, that such registration statement is not kept effective after the initial date of its effectiveness and prior to 120 days thereafter), provided that, with respect to any Shelf Registration such period shall extend for the period provided for in Section 3(g).

Request. Subject At any time or from time to time commencing (i) in connection with an underwritten offering by Holders, from the limitations provided hereinEffective Date and (ii) in connection with any offering that is not an underwritten offering, commencing on December 31two years after the Effective Date, 2002any Holder or Holders holding Registrable Securities shall, or on the first anniversary subject to paragraph (h) of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of 3.1, have the Initiating Holders, requesting that right to require the Company to effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding their respective Registrable Securities, by delivering a written request (a "Holder Request") therefor to the Company specifying the number of shares of Registrable Securities and the intended method of distribution. The party or parties delivering a Holder Request shall be referred to as the "Initiating Holder." As promptly as practicable, but no less later than ten days after receipt of a Holder Request, the Company shall give written notice of the Holder Request to all Holders (the "Demand Exercise Notice") and shall (subject to the limitations below) include in such registration all other Registrable Securities requested by the Holders thereof to be so included by written notice (which notice shall specify the maximum number of Registrable Securities issued or issuable upon conversion intended to be disposed of twenty five percent (25%by such Holder) within 20 days after the giving of the total number Demand Exercise Notice (or, 10 days if, at the request of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not Initiating Holder participating in such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securitiesregistration, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Securities Act). The Company shall as expeditiously as possible (but in any event within 10 business 30 days after of receipt of a Holder Request if the Company receives such written request give written notice is eligible to use Form S-3 to register the transaction described in the Holder Request, or otherwise within 90 days of such requested registration to all other Holders receipt of Registrable Securities and thereupon the Company will a Holder Request) use its reasonable best efforts to effect the file a registration statement under the Securities Act of: (i) covering the Registrable Securities which the Company has been so requested to register by the Initiating Holder and any other Holders which have duly made a written request to the Company for inclusion in such Initiating registration. The Company shall (i) use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders, and and (ii) all other Registrable Securities which the Company has been if requested to register by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above)Majority Participating Holders, all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) obtain acceleration of the Registrable Securities so effective date of the registration statement relating to be registeredsuch registration as promptly as practicable following such request.

Request. Subject to the limitations provided hereinprovisions of this Section 4.1, commencing on December 31, 2002, at any time after the earlier of (i) six (6) months following the closing of the Initial Public Offering or on (ii) the first third anniversary of the effective date Effective Date, (A) Anschutz or any Anschutz Affiliate may request registration for sale under the Act of all or part of the Common Stock then held by them; provided, however, that such request shall cover the registration of Common Stock with an anticipated aggregate offering price (before any underwriting discounts and commissions) of at least $25,000,000 and (B) Oaktree or any Oaktree Affiliate may request registration for sale under the Act of all or part of the Common Stock then held by them; provided, however, that such request shall cover the registration of Common Stock with an anticipated aggregate offering price (before any underwriting discounts and commissions) of at least $25,000,000. Within thirty (30) days after receipt by the Company of such request (which request shall specify the number of shares proposed to be registered and sold), the Company shall promptly give written notice to all other Stockholders of the proposed demand registration, and such other Stockholders shall have the right to join in such proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within fifteen (15) days after receipt of such notice from the Company's first . The Company shall thereafter, as expeditiously as practicable, use its reasonable best efforts (x) to file with the SEC under the Act a registration statement under on the Securities Act, whichever shall first occur, until appropriate form concerning all Common Stock specified in the fifth anniversary of demand request and all shares with respect to which the effective date of Company has received such written request from the Company's first other Stockholders and (y) to cause such registration statement under the Securities Act, upon the written request (specifying that it is being made to be declared effective. The Company shall use its reasonable best efforts to cause each offering pursuant to this Section 2.14.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter. With respect to requests for registration by Anschutz or any Anschutz Affiliate pursuant to clause (A) of the Initiating Holdersabove, requesting that the Company effect shall not be required to comply with more than three (3) requests by Anschutz or any Anschutz Affiliate, collectively, for demand registrations pursuant to this Section 4.1 unless pursuant to the registration under the Securities Act provisions of at least Section 4.1.3 hereof a number of shares in excess of fifty percent (50%) of the then-outstanding Registrable SecuritiesCommon Stock requested to be included in a registration are not included, but no less in which event such demand registration shall not count against the three (3) demand registrations to which Anschutz and any Anschutz Affiliates, collectively, are entitled. With respect to requests for registration by Oaktree or any Oaktree Affiliate pursuant to clause (B) above, the Company shall not be required to comply with more than two (2) requests by Oaktree or any Oaktree Affiliates, collectively, for demand registrations pursuant to this Section 4.1 unless pursuant to the provisions of Section 4.1.3 hereof a number of Registrable Securities issued or issuable upon conversion shares in excess of twenty five fifty percent (2550%) of the total number of shares of Preferred Common Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offeringincluded in a registration are not included, in which event such demand registration shall not count against the two (2) demand registrations to which Oaktree and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securitiesany Oaktree Affiliates, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holderscollectively, and (ii) all other Registrable Securities which the Company has been requested to register by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registeredare entitled.

Request. Subject If at any time after March 31, 1998, the Company does not make available to the limitations provided hereinHolders for any reason (other than an Excusable Reason) the Shelf Registration statement contemplated by Section 2 hereof, commencing on December 31one or more Holders (the "Initiating Holders") may make a written request (the "Initiating Request") to the Company for the registration with the Commission under the Securities Act of all or part of such Initiating Holders' Registrable Common Stock; provided, 2002however, that such request shall be made by one or on the first anniversary more Holders of at least 10% of the effective date outstanding shares of Registrable Common Stock, which request shall specify the number of shares to be disposed of and the proposed plan of distribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company promptly shall notify in writing all other Holders of the Company's first receipt of such request and will use its best efforts to effect, at the earliest possible date (taking into account any delay that may result from any special audit required by applicable law), such registration statement under the Securities Act, whichever shall first occurincluding a Shelf Registration (if then eligible), until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating HoldersHolder, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the any other Holders thereof by written request given to the Company within 15 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the same information called for by the original request to effect registration described above)Initiating Request, all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b3(b) hereof) of the Registrable Securities Common Stock so to be registered; provided, that, (A) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect such registration pursuant to this Section 3(a) unless such underwriting shall be conducted on a "firm commitment" basis, (B) subject to the last sentence of Section 5 hereof, any Holder whose Registrable Common Stock was to be included in any such registration, by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders holding a percentage of Common Stock, such that the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Common Stock to initiate a request under this Section 3(a), the Company need not effect such registration, and (C) the Company shall not be required to effect any registration to be effected pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such request is to be included in such registration.

Request. Subject to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon Upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Requisite Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable Securities, but no less than the number of such holders' Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) thereof and whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request promptly give written notice of such requested registration to all other Holders holders of Registrable Securities and thereupon the Company will use reasonable its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holdersholders, and (ii) all other Registrable Securities which the Company has been requested to register by the other Holders holders thereof by written request given to the Company within 15 30 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described aboveintended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereofthe intended methods thereof as aforesaid) of the Registrable Securities so to be registered; PROVIDED, HOWEVER, that (A) participation by any holder of ING Registrable Securities (as defined below in this Section) in a Prudential Registration (as so defined) shall be permitted only if approved by a majority of the Prudential Registrable Securities at the time outstanding, and (B) participation by any holder of Prudential Registrable Securities (as defined below in this Section) in an ING Registration (as so defined) shall be permitted only if approved by a majority of the ING Registrable Securities at the time outstanding. (1) two Limited Demand Registrations, in each case at the request of the holders of a majority of the ING Registrable Securities at the time outstanding (each such registration being herein called an "ING REGISTRATION"); (2) two Limited Demand Registrations, in each case at the request of the holders of a majority of the Prudential Registrable Securities at the time outstanding (each such registration being herein called a "PRUDENTIAL Registration"); and (3) one Full Demand Registration at the request (a "FULL DEMAND REQUEST") of the holders of a majority of Registrable Securities at the time outstanding otherwise having rights to demand a Limited Demand Registration ("LIMITED DEMAND RIGHTS") pursuant to the foregoing provisions of this sentence, provided, that the Limited Demand Rights with respect to one Limited Demand Registration shall be surrendered in connection with such Full Demand Request. If the only Registrable Securities are either ING Registrable Securities or Prudential Registrable Securities, such Full Demand Registration shall be considered either an ING Registration or a Prudential Registration, as the case may be.

Request. Subject to During the limitations provided herein, period commencing on December 31, 2002, or the Effective Time and ending on the first second anniversary of the effective date of Effective Time (the Company's first registration statement under "Registration Period"), each Cable Stockholder shall have the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, right upon the written request (specifying that it is being made pursuant a "Request") to this Section 2.1) of the Initiating Holders, requesting request that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or a part of the then-outstanding Registrable Securities, Securities then owned by such Cable Stockholder(s) (but no in any event not less than the number an aggregate of Registrable Securities issued 5,000,000 shares of Common Stock, as adjusted to reflect any stock splits, combinations of shares, reclassifications or issuable upon conversion of twenty five percent (25%) of the total comparable transactions, or such lesser number of shares as shall then constitute all of Preferred Stock issued the Registrable Securities then owned by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is Cable Stockholders taking into account all Registrable Securities to be an underwritten offering, and (z) the price range (net included in such registration). Upon receipt of underwriting discounts and commissions) acceptable to any such Holder or Holders to be received for such Registrable SecuritiesRequest, the Company will within 10 business days after the Company receives such written request give written provide notice of such requested registration Request in accordance with Section 8 (the "Registration Notice") to all other Holders each of Registrable Securities the Cable Stockholders not included in such Request and thereupon the Company will use all reasonable efforts (subject to Section 4(b)) to effect the such registration under the Securities Act of: (i) of the Registrable Securities which the Company has been so requested to register in the Request or by such Initiating Holders, and (ii) all any other Registrable Securities which the Company has been requested to register by the other Holders thereof by written request given to the Company Cable Stockholder within 15 days after delivery of the giving Registration Notice (the Cable Stockholders requesting registration shall collectively be referred to as the "Participating Cable Stockholders"). Each Cable Stockholder shall be entitled to two Requests during the Registration Period pursuant to this Section 2, provided that, regardless of such written notice whether any securities are offered or sold pursuant thereto (other than as a result of any action by the Company pursuant to Section 4(b)), no more than one Request shall be made by each Cable Stockholder during the first twelve month period of the Registration Period and no more than one Request shall be made by each Cable Stockholder during the remainder of the Registration Period. (which request For the avoidance of doubt, no more than a total of six Requests may be made hereunder.) The Company may include in any such registration other securities for sale for its own account or for the account of any other Person; provided that, if the managing underwriter for the offering shall specify determine that the same information called for number of shares proposed to be offered in such offering would be reasonably likely to adversely affect such offering, then the securities to be sold by the original request Cable Stockholders shall be included in such registration before any securities proposed to effect registration described above), all be sold for the account of the Company or any other Person and provided further that the Cable Stockholders agree that any reduction in the number of securities to be offered by the Cable Stockholders pursuant to any Request shall be on a pro rata basis except that the securities offered by the Cable Stockholder initiating such Request shall not be reduced to less than 50% of such securities included in the initial Request unless no securities of any other Cable Stockholder are included therein. The Cable Stockholder making such initial Request shall be responsible for any calculations relating to the extent requisite to permit the disposition (foregoing and shall set forth such calculations in accordance with Section 2.1(b) hereof) of the Registrable Securities so a certificate to be registereddelivered to the Company, on which certificate the Company shall be entitled to rely.

Request. Subject to At any time during the limitations provided hereinperiod commencing January 1, commencing on ------- 1998 and ending December 31, 20021998, or on if HALIS has not made a prior registration of its own equity securities subject to the first anniversary provisions of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities ActSubsection 10.3 below, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the one or more Initiating Holders, requesting that the Company HALIS effect the registration under the Securities Act of at least fifty percent all or part of such Initiating Holders' Registrable Securities (50%) but not less than 25% of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%outstanding) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method or methods of disposition thereofthereof (which may include transactions in the over the counter or bulletin board market, (y) whether negotiated transactions, or not a combination of such requested registration is methods of said, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, and with such transactions to be an underwritten offeringeffected as the selling Shareholder or Shareholders shall deem appropriate), and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable SecuritiesHALIS will promptly, the Company will but in any event within 10 business days after the Company receives such written request days, give written notice of such requested registration to all other Holders holders of Registrable Securities and thereupon the Company will use reasonable its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company HALIS has been so requested to register by such Initiating Holders, andfor disposition in accordance with the intended method or methods of disposition stated in such request, (ii) all other Registrable Securities which the Company HALIS has been requested to register by the other Holders holders thereof by written request given delivered to the Company HALIS within 15 10 days after the giving of such written notice by the Company HALIS (which request shall specify the same information called intended method or methods of disposition of such Registrable Securities), and (iii) all shares of HALIS Common Stock which HALIS may elect to register for by its own account in connection with the original request offering of Registrable Securities pursuant to effect registration described above)this Section 10.2, all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereofthe intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that HALIS shall not be required to effect more than one -------- registration pursuant to this Section 10.2.

Request. Subject If at any time any DLJ Entity or Marsh requests in writing (the requesting Person being referred to as the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1"Initiating Stockholder") of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) a specified number of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued held by the Company to the Purchaser, it and specifying (x) the intended method of disposition thereof, a copy of which request (ythe "Company Notice") whether or shall be sent by the Company to the other Persons entitled to request registration under this Section 2(a) that have not made such requested registration is to be an underwritten offering, and request (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities"Other Stockholders"), the Company will within 10 business days after will, in accordance with the Company receives such written request give written notice provisions of such requested registration to all other Holders of Registrable Securities and thereupon the Company will Section 2(c) hereof, use its commercially reasonable efforts to effect the registration under the Securities Act of: (i) of the Registrable Securities which the Company has been so requested to register by the Initiating Stockholder and by any Other Stockholders, so long as such Initiating Holders, and (ii) all other Other Stockholders have requested that such Registrable Securities which be included in such registration within 10 days of the date of the Company has been requested to register Notice, for disposition in accordance with the intended method or methods of disposition stated in the request by the other Holders thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above)Initiating Stockholder, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of Registrable Securities to be so registered; provided that the Company shall not be required to effect (A) more than three registrations requested by the DLJ Entities pursuant to this Section 2.1(b2(a), (B) hereofmore than two registrations requested by Marsh pursuant to this Section 2(a), (C) any registration under this Section 2(a) unless the Registrable Securities requested to be included therein by the Initiating Stockholder, in the reasonable judgment of the Board exercised in good faith, have an aggregate fair market value of at least $25,000,000, unless the Registrable Securities requested to be included therein constitute all of the Registrable Securities so then owned by the Initiating Stockholder (and, in case of any DLJ Entity, all other DLJ Entities) or (D) any registration under this Section 2(a) prior to the earlier of the date that is six months after the effective date of the Company's most recent registration statement (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which Registrable Securities are to be registeredor were sold pursuant to this Section 2(a) or the date that is three months after the effective date of the Company's most recent registration statement (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which the DLJ Entities or Marsh were entitled to request that Registrable Securities be sold pursuant to Section 2(b). Any request by an Initiating Stockholder pursuant to the first sentence of this Section 2(a) shall indicate that such Initiating Stockholder intends, in good faith, to dispose of all of the Registrable Securities as to which a request is made pursuant to this Section 2(a) pursuant to an underwritten public offering; provided that such intention shall not preclude a change to the plan of distribution to allow block trades, it being understood that no such change may be made with the intention of converting such registration into the functional equivalent of an "equity shelf." A request to register Registrable Securities pursuant to this Section 2(a) that is made by any DLJ Entity or ▇▇▇▇▇, as the case may be, in its capacity as an "Other Stockholder" shall not reduce the number of registrations available to such entity pursuant to paragraph (A) or (B), as the case may be, of this Section 2(a)(i).

Request. Subject At any time and from time to time during the limitations provided herein, period commencing on December 31, 2002, or on 180 days after the first anniversary expiration of the effective date Initial Registration Period, the Requesting Holders may make a written request (the “Initiating Request”) to SEI, acting for itself and as agent for the other Issuers, for the registration with the Commission under the Securities Act of all or part of such Requesting Holders’ Registrable Notes, which Initiating Request shall specify the principal amount of Notes proposed to be disposed of by such Requesting Holders and the proposed plan of distribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), SEI shall cause the Issuers to promptly shall notify in writing all other Holders of the Company's first receipt of such request and will use their reasonable best efforts to effect, at the earliest practicable date, such registration statement under the Securities Act, whichever shall first occurincluding a Shelf Registration, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Actif applicable, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities Notes which the Company has Issuers have been so requested to register by such Initiating Requesting Holder or Holders, and (ii) all other Registrable Securities Notes which the Company has Issuers have been requested to register by the any other Holders thereof by written request given to the Company Issuers within 15 30 days after the giving of such written notice by the Company (which request shall specify Issuers to such other Holders of the same information called for by the original request to effect registration described above)Initiating Request, all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b6(c) hereof) of the Registrable Securities Notes so to be registered.; provided, that, (A) the Issuers shall not be required to effect more than a total of four registrations pursuant to this Section 3(a) (including a Shelf Registration effected pursuant to Section 3(b)), (B) if the intended method of distribution is an underwritten Public Offering of the Notes, the Issuers shall not be required to effect such registration pursuant to this Section 3(a) unless such underwriting shall be conducted on a “firm commitment” basis, (C) if the Issuers shall have previously effected a registration pursuant to this Section 3(a) (including one registration effected pursuant to Section 3(b)) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof, the Issuers shall not be required to effect any registration or file a Registration Statement pursuant to this

Request. Subject to the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon Upon the written request (specifying that it is being made pursuant to this Section 2.1) of the one or more Initiating Holders, Holders requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding Registrable Securities, but no less than the number of such Initiating Holders' Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request promptly give written notice of such requested registration to all other Holders registered holders of Registrable Securities Securities, and thereupon the Company will use reasonable its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, andHolders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which the Company has been requested to register by the other Holders thereof by shall have made a written request given to the Company for registration thereof within 15 30 days after the giving of such written notice by the Company (which request shall specify the same information called for by intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the original request Company and any Other Stockholders may elect to effect registration described above)register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent requisite to permit the disposition (in accordance with Section 2.1(b) hereofthe intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; provided that the Company shall not be required to effect (i) more than one registration pursuant to this Section 2.1, (ii) the registration of Registrable Securities pursuant to this Section 2.1 unless the aggregate number of shares of Registrable Securities requested to be registered by all holders of Registrable Securities is equal to or greater than 25% of the Registrable Securities originally issuable under the Warrant Agreement or have a market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 2.1) of at least $5 million at the close of the last trading day prior to such request, (iii) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration (provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective), and (iv) the registration of Registrable Securities pursuant to this Section 2.1 if (x) in the good faith judgment of the board of directors of the Company, such registration would be seriously detrimental to the Company and the board of directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (y) the Company shall furnish to such Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental (provided that the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the request of Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period).

Request. Subject At any time and from time to time after the limitations provided herein, commencing on December 31, 2002, expiration (in accordance with Section 2(a) above) or on the first anniversary cessation of effectiveness of the effective date of Shelf Registration Statement filed by the Company pursuant to Section 2(a) hereof (the "Initial Shelf") and the Company's first obligations hereunder have not terminated pursuant to and in accordance with the terms of Section 18 hereof, one or more Holders (other than Management Holders, who shall have no request rights under this Section 3(a)) (the "Initiating Holders") may make a written request (the "Initiating Request") to the Company for the registration statement with the Commission under the Securities Act of all or part of such Initiating Holders' Registrable Common Stock; PROVIDED, HOWEVER, that such request shall be made by one or more Holders (other than Management Holders) holding at least 10% of the outstanding shares of Registrable Common Stock, which request shall specify the number of shares to be disposed of by such Holders and the proposed plan of distribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company promptly shall notify in writing all other Holders (including the Management Holders) of the receipt of such request and will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act, whichever shall first occurincluding a Shelf Registration, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Actif applicable, upon the written request (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Company effect the registration under the Securities Act of at least fifty percent (50%) of the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holder or Holders, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the any other Holders thereof by written request given to the Company within 15 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the same information called for by the original request to effect registration described above)Initiating Request, all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b3(c) hereof) of the Registrable Securities Common Stock so to be registered; PROVIDED, THAT, (A) the Company shall not be required to effect more than a total of two registrations pursuant to this Section 3(a) for all Holders of Registrable Common Stock, (B) if the intended method of distribution is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 3(a) unless such underwriting shall be conducted on a "firm commitment" basis, (C) if the Company shall have previously effected a registration pursuant to Section 2, this Section 3(a) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof, the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective, (D) any Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), by written notice to the Company, may withdraw such request and, on receipt of such notice of the withdrawal of such request from Holders (excluding Management Holders) holding a percentage of Registrable Common Stock, such that the Holders (excluding Management Holders) that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Common Stock to initiate a request under this Section 3(a), the Company shall not effect such registration, and (E) the Company shall not be required to effect any registration to be effected pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such request is to be included in such registration.

Request. Subject At any time or from time to time, a Holder or Holders holding Registrable Securities, shall have the limitations provided herein, commencing on December 31, 2002, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant right to this Section 2.1) of the Initiating Holders, requesting that require the Company to effect the registration under the Securities Act of at least fifty percent (50%) all or part of the then-outstanding their respective Registrable Securities, but no less than by delivering a written request (a "Holder Request") therefor to the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of Company specifying the total number of shares of Preferred Stock issued by the Company to the Purchaser, Registrable Securities and specifying (x) the intended method of disposition thereofdistribution. The party or parties delivering a Holder Request shall be referred to as the "Initiating Holder." As promptly as practicable, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net but no later than ten days after receipt of underwriting discounts and commissions) acceptable to such a Holder or Holders to be received for such Registrable SecuritiesRequest, the Company will within 10 business days after the Company receives such written request shall give written notice of such requested registration the Holder Request to all other Holders (the "Demand Exercise Notice"). The Company shall as expeditiously as possible (but in any event within 120 days of Registrable Securities and thereupon the Company will receipt of a Holder Request) use reasonable its best efforts to effect the registration under the Securities Act of: (i) of the Registrable Securities which the Company has been so requested to register by such the Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holder and any other Holders thereof by which have made a written request given to the Company within 15 days after the giving of for inclusion in such written notice by the Company registration (which request shall specify the same information called for maximum number of Registrable Securities intended to be disposed of by such Holder) within 30 days after the original receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Securities Act). The Company shall (i) use its best efforts to effect the registration described above), all to the extent requisite to permit the disposition (of Registrable Securities for distribution in accordance with Section 2.1(bthe intended method of distribution set forth in a written request delivered by the Majority Participating Holders, and (ii) hereof) if requested by the Majority Participating Holders, obtain acceleration of the Registrable Securities so effective date of the registration statement relating to be registeredsuch registration.

Request. Subject to Section 2.1(f), at any time following December 12, 2001, one or more holders (the limitations provided herein, commencing on December 31, 2002, "INITIATING HOLDERS") of 25% or on the first anniversary more of the effective date total number of shares of Class A Common Stock issued or issuable upon conversion or issued upon exchange of the Company's first registration statement under Preferred Stock that has been issued pursuant to the Securities ActStock Purchase Agreement, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Actmay, upon the written request (specifying that it is being made pursuant if such request involves an underwritten offering, each such request shall specify the number of shares to this Section 2.1) of be included in such registration and the Initiating Holdersacceptable price range for the shares to be included in such registration), requesting that require the Company to effect the registration under the Securities Act of at least fifty percent (50%) any Registrable Securities held by such Initiating Holders. Should the Initiating Holders request registration of the then-outstanding Preferred Stock that constitute Registrable Securities, but no less than any legal expenses arising as a result of conforming the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued for public trading shall be divided equally between and paid by the Company to and the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Initiating Holders. The Company promptly will within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders holders of Registrable Securities and thereupon who are entitled to join in such registration. After December 12, 2001, the Company will use its reasonable best efforts to effect effect, not later than 90 days after the end of the period in which each request for registration is received (or, if the 90th day is not a business day, the first business day thereafter), the registration under the Securities Act, including, by means of a shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act if so requested in such request (but only if the Company is then eligible to use such a shelf registration and if Form S-3 (or such successor form) is then available to the Company), of: (i) the Registrable Securities which that the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which that the Company has been requested to register by the other holders thereof (such holders together with the Initiating Holders thereof hereinafter are referred to as the "SELLING HOLDERS") by written request given to the Company within 15 30 days after the giving of such written notice by the Company (which request shall specify the same information called for by the original request to effect registration described above)of such registration, all to the extent requisite required to permit the disposition (in accordance with Section 2.1(b) hereof) of the Registrable Securities so to be registered.

Request. Subject to At any time after the limitations provided hereinEffective Date, commencing on December 31, 2002, one or on more Holders (the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the "INITIATING HOLDERS") may make a written request (specifying that it is being made pursuant the "INITIATING REQUEST") to this Section 2.1) of the Initiating Holders, requesting that the Company effect for the registration with the Commission under the Securities Act of all or part of such Initiating Holders' Registrable Common Stock; PROVIDED, HOWEVER, that such request shall be made by one or more Holders of an aggregate of at least fifty percent (50%) 5% of the then-outstanding shares of Registrable SecuritiesCommon Stock, but no less than which request shall specify the number of Registrable Securities issued or issuable upon conversion shares to be disposed of twenty five percent (25%) and the proposed plan of distribution therefor; and provided further that, notwithstanding the foregoing, each of the total number Holders who are signatories to this Agreement shall have the absolute right to make at least two (2) such requests during the term of the Agreement (regardless of the amount of outstanding shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable subject to registration pursuant to such Holder or request). For purposes of the immediately preceding sentence, Holders that are Affiliates shall together be considered one Holder. Upon the receipt of any Initiating Request for registration pursuant to be received for such Registrable Securitiesthis paragraph, the Company will within 10 business days after the Company receives such written request give written notice of such requested registration to promptly shall notify in writing all other Holders of Registrable Securities the receipt of such request and thereupon the Company will use its commercially reasonable efforts to effect effect, at the earliest possible date, such registration under the Securities Act of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the any other Holders thereof by written request given to the Company within 15 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the same information called for by the original request to effect registration described above)Initiating Request, all to the extent requisite necessary to permit the disposition (in accordance with Section 2.1(b) the terms hereof) of the Registrable Securities so Common Stock to be so registered; PROVIDED, THAT, (A) the Company shall not be required to effect more than a total of six (6) registrations pursuant to this Section 2 (a) except to the extent necessary to ensure that each of the Holders who are signatories to this Agreement has the absolute right to request and cause at least two (2) such registrations during the term of the Agreement (for purposes of this clause (A), Holders that are Affiliates shall together be considered one Holder), (B) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect such registration pursuant to this Section 2(a) unless such underwriting shall be conducted on a "firm commitment" basis, (C) if the Company shall have previously effected a registration pursuant to this Section 2(a) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 3 hereof, a Holder shall not request and the Company shall not be required to effect any registration pursuant to this Section 2(a) or Section 3 hereof until a period of 120 days shall have elapsed from the date on which such registration ceased to be effective, and (D) subject to the last sentence of Section 4 hereof, any Holder whose Registrable Common Stock was to be included in any such registration, by written notice to the Company, may withdraw such request and, if upon receipt of such notice of the withdrawal of such request the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Common Stock to initiate a request under this Section 2(a), then the Company shall not effect such registration and such registration shall not be deemed effected for the purpose of paragraph (A) above.