Common use of Request Clause in Contracts

Request. Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Registrable Securities (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of all or part of the Registrable Securities held by such Initiating Holders, by delivering a written request therefor to the Company specifying the number of shares of Registrable Securities and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register by the Initiating Holders, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Request. Subject to During the provisions of Section 2.2(h) below, (i) if period commencing on the Shelf Registration remains continuously effective during Effective Time and ending on the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration second anniversary of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Registrable Securities Effective Time (the "Initiating HoldersRegistration Period") ), each Cable Stockholder shall have the right upon written request (a "Request") to require request that the Company to effect the registration under the Securities Act of all or a part of the Registrable Securities held then owned by such Initiating HoldersCable Stockholder(s) (but in any event not less than an aggregate of 5,000,000 shares of Common Stock, by delivering a written request therefor as adjusted to the Company specifying the reflect any stock splits, combinations of shares, reclassifications or comparable transactions, or such lesser number of shares as shall then constitute all of the Registrable Securities and then owned by such Cable Stockholders taking into account all Registrable Securities to be included in such registration). Upon receipt of any such Request, the intended method of distribution. The Company shall promptly give written will provide notice of such requested registration Request in accordance with Section 8 (the "Registration Notice") to all other Holders, and thereupon each of the Company shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested Cable Stockholders not included in such request Request and if the Company is then eligible will use all reasonable efforts (subject to use Section 4(b)) to effect such a registration) registration of the Registrable Securities which the Company has been so requested to register by in the Initiating Holders, and all other Registrable Securities which the Company has been requested to register Request or by any other Holder Cable Stockholder within 15 days after delivery of the Registration Notice (together with the Initiating Holders, Cable Stockholders requesting registration shall collectively be referred to as the "Selling HoldersParticipating Cable Stockholders"). Each Cable Stockholder shall be entitled to two 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 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. (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 determine that the number of shares proposed to be offered in such offering would be reasonably likely to adversely affect such offering, then the securities to be sold by written request given the Cable Stockholders shall be included in such registration before any securities proposed to 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 Company within 10 days after the giving of written notice by foregoing and shall set forth such calculations in a certificate to be delivered to the Company, all on which certificate the Company shall be entitled to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating to such registrationrely.

Request. Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at At any time or from time to time after commencing (i) in connection with an underwritten offering by Holders, from the expiration of the Shelf Registration Period Effective Date and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for in connection with any reason the Shelf Registration does offering that is not become effective within 150 days an underwritten offering, two years after the date hereof Effective Date, any Holder or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Holders holding Registrable Securities shall, subject to paragraph (the "Initiating Holders"h) shall of this Section 3.1, have the right to require the Company to effect the registration under the Securities Act of all or part of the their respective Registrable Securities held by such Initiating HoldersSecurities, 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 later than ten days after receipt of a Holder Request, the Company shall promptly give written notice of such requested registration the Holder Request to all 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 intended to be disposed of by such Holder) within 20 days after the giving of the Demand Exercise Notice (or, 10 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice or gives telephonic notice to all Holders, and thereupon with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Securities Act). The Company shall, shall as expeditiously as possiblepossible (but in any event within 30 days of receipt of a Holder Request if the Company is eligible to use Form S-3 to register the transaction described in the Holder Request, or otherwise within 90 days of receipt of a Holder Request) use its reasonable best efforts to (A) effect the file a registration statement under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of covering the Registrable Securities which the Company has been so requested to register by the Initiating Holders, Holder and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by Holders which have duly made a written request given to the Company within 10 days after for inclusion in such registration. The Company shall (i) use its reasonable best efforts to effect the giving registration of written notice by the Company, all to the extent necessary to permit Registrable Securities for distribution in accordance with the intended method of distribution set forth in the a written request or requests delivered by the Selling Majority Participating Holders, and (Bii) if requested by the Selling Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registrationregistration as promptly as practicable following such request.

Request. Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at At any time or from time to time after the expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31time, 1999 a Holder or (II) the fourth anniversary hereofHolders holding Registrable Securities, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Registrable Securities (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of all or part of the their respective Registrable Securities held by such Initiating HoldersSecurities, 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 later than ten days after receipt of a Holder Request, the Company shall promptly give written notice of such requested registration the Holder Request to all other Holders, and thereupon Holders (the "Demand Exercise Notice"). The Company shall, shall as expeditiously as possible, possible (but in any event within 120 days of receipt of a Holder Request) use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register by the Initiating Holders, Holder and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by Holders which have made a written request given to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 30 days after the giving receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice by or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Company, all Securities Act). The Company shall (i) use its best efforts to effect the extent necessary to permit registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in the a written request or requests delivered by the Selling Majority Participating Holders, and (Bii) if requested by the Selling Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Request. Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth fifth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 75 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 150 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 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 fifth anniversary hereof, the Holders, individually and jointly, of not less more than 5010% of the Registrable Securities issued and outstanding shares of New Common Stock (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of all or part of the Registrable Securities New Common Stock held by such Initiating Holders, by delivering a written request therefor to the Company specifying the number of shares of Registrable Securities New Common Stock and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities New Common Stock which the Company has been so requested to register by the Initiating Holders, and all other Registrable Securities New Common Stock which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Request. Subject to the ------------------------- ------- provisions of this Agreement (including Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms 4.13 hereof), at any time or and from time to time after the expiration obligation of the Shelf Registration Period and until Company under section 6.21(a) of the later Merger Agreement to effect a registered public offering of (I) the date which is 30 days after the Company shares of Class A Common Stock shall have filed with either been satisfied or terminated, upon the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration written request of the Shelf Registration Period, at any time Representative on behalf of one 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 Registrable Securities more Holders (the "Initiating Holders") shall have the right to require of at least fifteen percent (15%) of Registrable Securities requesting that the Company to effect the registration under the Securities Act of all or part of the Registrable Securities held by such Initiating Holders, by delivering a written (which request therefor to the Company specifying shall specify the number of shares of Registrable Securities to be registered and the intended method of distribution. The distribution thereof), the Company shall promptly give provide prompt written notice of such requested request for registration to the Representative (and the Representative shall be responsible for relaying such notice to the Holders of Registrable Securities other than the Initiating Holders) and to all other Holdersrecord holders of CP/BV Registrable Securities (or to any representative(s) of such holders to the extent, provided for under section 1.02 of the CP Agreement or the BV Agreement, as the case may be), and thereupon the Company shall, as expeditiously as possible, shall use its best efforts to (A) effect the registration register under the Securities Act (a "Demand Registration"), including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of , as expeditiously as may be practicable, the Registrable Securities which the Company has been so requested to register by the Initiating Holders, and all other Registrable Securities which the Company has been requested to register by any the Initiating Holders, together with all other Holder Registrable Securities and CP/BV Registrable Securities whose record holders (having received the aforementioned written notice) shall have requested in writing to be included in such Demand Registration within fifteen (15) days after the receipt of such written notice (such holders together with the Initiating Holders, Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company), all to the extent necessary requisite to permit distribution the disposition of such Registrable Securities and CP/BV Registrable Securities in accordance with the intended method plan of distribution set forth in the written applicable registration statement. In the case of any Demand Registration, the Initiating Holders must request or requests delivered by registration of Registrable Securities representing not less than such number of Registrable Securities the Selling HoldersExpected Proceeds of which, and (B) if requested by on the Selling Holders, obtain acceleration of the effective date of the registration statement relating aforementioned written request, would equal at least $25 million. Notwithstanding anything herein to such registrationthe contrary, the rights of Holders of Registrable Securities shall be subject to the provisions of the penultimate sentence of Section 1.02(a) hereof.

Request. Subject The Company shall cause to be filed on the provisions of Section 2.2(h) belowfirst business day following the 420th day after the First Closing Date (as defined in the Contribution Agreement), (i) if the or as soon as practicable thereafter, a Shelf Registration remains continuously effective during Statement providing for the Shelf Registration Period sale by the Investors of all of the Registrable Securities in accordance with the terms hereofhereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective so long as any Investor holds Registrable Securities; provided, however, that at any time or from time to time after the expiration of the Shelf Registration Period Statement becomes effective the number of Registrable Securities outstanding is less than 12,500, then the Investors owning the remaining Registrable Securities shall be given notice that the Shelf Registration will be permitted to lapse in not less than 90 days, after which 90-day period, the Company's obligations under this Section shall cease. Subject to Section and until Section , the later of (I) Company further agrees to amend the date which is 30 days after Shelf Registration Statement if and as required by the rules, regulations or 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 filed with the Commission used its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason reasonable efforts to keep the Shelf Registration does Statement effective during the applicable period if it voluntarily takes any action that would result in the Investors not become 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 within 150 days after the date hereof or ceases amendment to be effective at any time prior to the expiration of the Shelf Registration PeriodStatement and the Commission has not declared it effective or except as otherwise permitted by the last three sentences of Section . In the event that all the Subsequent Closings (as defined in the Contribution Agreement) have not yet occurred at the time of the filing of a Shelf Registration Statement hereunder, at any time or from time to time after such registration statement also shall include the date which is 150 days from maximum estimated number of Shares that Regency reasonably anticipates could constitute Registrable Securities as a result of the date hereof (remaining Subsequent Closings, and 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 number 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 Registrable Securities (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of actually issued at all or part of the Registrable Securities held by such Initiating Holders, by delivering a written request therefor to the Company specifying Subsequent Closings exceeds the number of shares of Registrable Securities and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect covered by the registration under statement, Regency shall file an amendment increasing the Securities Act (including by means number of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register Shares covered by the Initiating HoldersShelf Registration Statement, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the shall file a new registration statement relating to such registrationfor the additional Shares.

Request. Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at At any time or from time to time after the expiration Effectiveness Date, upon the written request of one or more Initiating Holders, requesting that the Company effect the registration under the Securities Act (which shall be a Shelf Registration Period if requested by the Initiating Holders), of all or part of such Initiating Holders' Registrable Securities and until specifying the later intended method or methods of (I) the date which is 30 days after disposition thereof, the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31will promptly, 1999 or (II) the fourth anniversary hereofbut in any event within 20 days, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases give written notice of such requested registration to be effective at any time prior to the expiration all holders of the 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 Registrable Securities (the "Initiating Holders") shall have the right to require the Company and thereupon will use all reasonable efforts to effect the registration under the Securities Act of all or part Registrable Securities of the Registrable Securities held by such Initiating Holders, by delivering a written request therefor Holders requested to the Company specifying the number of shares of Registrable Securities and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) be registered within 15 days after receipt of the Registrable Securities which the Company has been so requested to register by the Initiating Holders, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company's notice, all to the extent necessary required to permit distribution the disposition (in accordance with the intended method methods thereof as aforesaid) of distribution set forth in Registrable Securities so to be registered, PROVIDED that the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration Company shall not be required to effect a registration pursuant to this section 2.2 until a period of six months shall have elapsed from the effective date of the most recent registration previously effected pursuant to this section 2.2, and PROVIDED further that, the Company shall not be required to effect more than three such registrations in the aggregate at the request of Initiating Holders pursuant to this section 2.2. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under section 2.3, if the Company shall furnish to the Initiating Holders a certificate signed by a President or an Executive vice President of the Company stating that in the good faith judgment of the Board it would be significantly disadvantageous to the Company and its shareholders for such registration statement relating to be filed on or before the filing which would otherwise be required pursuant to this section 2.2, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this section 2.2 for an additional period of not more than 60 days following the anticipated filing of such registrationregistration statement, PROVIDED that at all times the Company is in good faith using all reasonable efforts to cause such registration statement to become effective.

Request. Subject to During the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report period commencing on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to and ending on the expiration tenth anniversary of the 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 effectivePeriod"), as the case may be, and until the later Stockholders holding an aggregate 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 50at least 30% of the Registrable Securities outstanding as of the date of such Request (as defined below) (the "Initiating Electing Holders") shall have the right upon written notice to require the Company CCI (a "Request") to request that CCI effect the registration under the Securities Act of all or part of the Registrable Securities held then owned by such Initiating Holders, by delivering a written request therefor to the Company specifying the Stockholder(s) (but in any event not less than an aggregate number of shares of Common Stock, as adjusted to reflect any stock splits, combinations of shares, reclassifications or comparable transactions, as shall constitute at least 30% of the Registrable Securities and outstanding as of the intended method date of distributionsuch Request, or such lesser number of shares as shall then constitute all of the Registrable Securities then outstanding taking into account all Registrable Securities to be included in such registration); provided, however, CCI shall not under any circumstance be obligated to effect any such registration if the Registrable Securities which are the subject of any such Request as of the date of such Request have a value of less than $50,000,000. The Company shall promptly give written Upon receipt of any such Request, CCI will provide notice of such requested registration Request in accordance with Section 9 (the "Registration Notice") to all other Holders, and thereupon each of the Company shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested Stockholders not included in such request Request and if the Company is then eligible will use all reasonable efforts (subject to use Section 5(b)) to effect such a registration) registration of the Registrable Securities which the Company CCI has been so requested to register by in the Initiating Holders, and all other Registrable Securities which the Company has been requested to register Request or by any other Holder Stockholder within 60 days after delivery of the Registration Notice (together with the Initiating Holders, Stockholders requesting registration pursuant to this Section 2 or Section 3 hereof shall collectively be referred to as the "Selling HoldersParticipating Stockholders") ). The Stockholders collectively shall be entitled to three Requests during the Registration Period pursuant to this Section 2, provided that, regardless of whether any securities are offered or sold pursuant thereto (other than as a result of any action by written request given CCI pursuant to Section 5(b)), no more than one Request shall be made by any Stockholder during any twelve month period during the Registration Period. CCI may include in any such registration other securities for sale for its own account or for the account of any other Person; provided that, if the managing underwriter for the offering shall determine that the number of shares proposed to be offered in such offering would be reasonably likely to adversely affect such offering, then the securities to be sold by the Stockholders shall be included in such registration before any securities proposed to be sold for the account of CCI or any other Person and provided, further, that the Stockholders agree that any reduction in the number of securities to be offered by the Stockholders pursuant to any Request shall be on a pro rata basis, except that the securities offered by the Electing Holders initiating such Request shall not be reduced to less than 50% of such securities included in the initial Request unless no securities of any other Stockholder are included therein. The Electing Holders shall be responsible for any calculations relating to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution foregoing and shall set forth such calculations in the written request or requests a certificate to be delivered by the Selling Holdersto CCI, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating on which certificate CCI shall be entitled to such registrationrely.

Request. Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company The Pre-IPO Shareholders shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Registrable Securities (the "Initiating Holders") shall each have the right to require request that the Company to effect file a Registration Statement with the SEC on the appropriate registration under the Securities Act of form for all or part of the Registrable Securities held (and for avoidance of doubt, that would be held upon conversion of Class B Shares into Registrable Securities) by such Initiating Holders, Holder once such Holder is no longer subject to the lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) by delivering a written request therefor to the Company specifying the kind and number of shares of Registrable Securities such Holder wishes to Register and the intended method of distributiondistribution thereof (a “Demand Registration” and the Holder submitting such Demand Registration, the “Initiating Holder”). The Company shall promptly (i) within 5 Business Days of the receipt of such request, give written notice of such requested registration Demand Registration (the “Company Notice”) to all Holders other than the relevant Initiating Holder (the “Eligible Holders”), and thereupon the Company shall, as expeditiously as possible, (ii) use its reasonable best efforts to (A) effect the registration under the Securities Act (including by means file a Registration Statement in respect of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) Demand Registration within 45 days of receipt of the Registrable Securities which the Company has been so requested to register by the Initiating Holders, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holdersrequest, and (Biii) if requested by use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter. The Company shall include in such Registration all Registrable Securities that the Selling Holders, obtain acceleration Eligible Holders request to be included within the 10 Business Days following their receipt of the effective date Company Notice. For the avoidance of doubt, the registration statement relating Initiating Holder may deliver a request for a Demand Registration and the Company shall deliver the Company Notice prior to the expiration of any lock-up period applicable to the Initiating Holder, so long as the Registration Statement is not filed until after the expiration of such registrationlock-up period.

Request. Subject If at any time any DLJ Entity or Marsh requests in writing (the requesting Person being referred to as the "Initiating Stockholder") that the Company effect the registration under the Securities Act of a specified number of the Registrable Securities held by it and specifying the intended method of disposition thereof, a copy of which request (the "Company Notice") shall be sent by the Company to the other Persons entitled to request registration under this Section 2(a) that have not made such registration request (the "Other Stockholders"), the Company will, in accordance with the provisions of Section 2.2(h2(c) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission use its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Registrable Securities (the "Initiating Holders") shall have the right to require the Company commercially reasonable efforts to effect the registration under the Securities Act of all or part of the Registrable Securities held by such Initiating Holders, by delivering a written request therefor to the Company specifying the number of shares of Registrable Securities and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register by the Initiating HoldersStockholder and by any Other Stockholders, and all other so long as such Other Stockholders have requested that such Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company be included in such registration within 10 days after of the giving date of written notice by the CompanyCompany Notice, all to the extent necessary to permit distribution for disposition in accordance with the intended method or methods of distribution set forth disposition stated in the written request or requests delivered by the Selling HoldersInitiating Stockholder, and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of Registrable Securities to be so registered; provided that the Company shall not be required to effect (A) more than three registrations requested by the DLJ Entities pursuant to this Section 2(a), (B) if more than two registrations requested by Marsh pursuant to this Section 2(a), (C) any registration under this Section 2(a) unless the Selling HoldersRegistrable Securities requested to be included therein by the Initiating Stockholder, obtain acceleration in the reasonable judgment of the Board exercised in good faith, have an aggregate fair market value of at least $25,000,000, unless the Registrable Securities requested to be included therein constitute all of the Registrable Securities then owned by the Initiating Stockholder (and, in case of any DLJ Entity, all other DLJ Entities) or (D) any registration under this Section 2(a) prior to the earlier of the date that is six months after the effective date of the Company's most recent registration statement relating (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which Registrable Securities are to be or were sold pursuant to this Section 2(a) or the date that is three months after the effective date of the Company's most recent registration statement (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which the DLJ Entities or Marsh were entitled to request that Registrable Securities be sold pursuant to Section 2(b). Any request by an Initiating Stockholder pursuant to the first sentence of this Section 2(a) shall indicate that such Initiating Stockholder intends, in good faith, to dispose of all of the Registrable Securities as to which a request is made pursuant to this Section 2(a) pursuant to an underwritten public offering; provided that such intention shall not preclude a change to the plan of distribution to allow block trades, it being understood that no such change may be made with the intention of converting such registration into the functional equivalent of an "equity shelf." A request to register Registrable Securities pursuant to this Section 2(a) that is made by any DLJ Entity or Xxxxx, as the case may be, in its capacity as an "Other Stockholder" shall not reduce the number of registrations available to such registrationentity pursuant to paragraph (A) or (B), as the case may be, of this Section 2(a)(i).

Request. Subject If at any time any DLJ Entity or Marsh requests in writing (the requesting Person being referred to as the "Initiating Stockholder") that the Company effect the registration under the Securities Act of a specified number of the Registrable Securities held by it and specifying the intended method of disposition thereof, a copy of which request (the "Company Notice") shall be sent by the Company to the other Persons entitled to request registration under this Section 2(a) that have not made such registration request (the "Other Stockholders"), the Company will, in accordance with the provisions of Section 2.2(h2(c) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after the expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission use its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Registrable Securities (the "Initiating Holders") shall have the right to require the Company commercially reasonable efforts to effect the registration under the Securities Act of all or part of the Registrable Securities held by such Initiating Holders, by delivering a written request therefor to the Company specifying the number of shares of Registrable Securities and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register by the Initiating Holders, Stockholder and all other any Registrable Securities of the same class and type which the Company has been so requested to register by any other Holder (together with the Initiating HoldersOther Stockholders, the "Selling Holders") by written request given to the Company so long as such Other Stockholders have requested that such Registrable Securities be included in such registration within 10 days after of the giving date of written notice by the CompanyCompany Notice, all to the extent necessary to permit distribution for disposition in accordance with the intended method or methods of distribution set forth disposition stated in the written request or requests delivered by the Selling HoldersInitiating Stockholder, and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of Registrable Securities to be so registered; provided that the Company shall not be required to effect (A) more than three registrations requested by the DLJ Entities pursuant to this Section 2(a), (B) if more than two registrations requested by Marsh pursuant to this Section 2(a), (C) any registration under this Section 2(a) unless the Selling HoldersRegistrable Securities requested to be included therein by the Initiating Stockholder, obtain acceleration in the reasonable judgment of the Board exercised in good faith, have an aggregate fair market value of at least $25,000,000, or unless the Registrable Securities requested to be included therein constitute all of the Registrable Securities of the class and type of Registrable Securities requested to be so registered that are then owned by the Initiating Stockholder (and, in case of any DLJ Entity, all other DLJ Entities), it being understood that if the Registrable Securities requested to be registered by any Initiating Stockholder (i) have an aggregate fair market value of less than $25,000,000 and (ii) include both Common Shares and CVRs, the requirements of this paragraph (C) shall be deemed to be satisfied if the Registrable Securities of at least one of the class and type of Registrable Securities requested to be included therein by such Initiating Stockholder constitute all of the Registrable Securities of that class and type of Registrable Securities then owned by the Initiating Stockholder (and, in the case of any DLJ Entity, all other DLJ Entities) or (D) any registration under this Section 2(a) prior to the earlier of the date that is six months after the effective date of the Company's most recent registration statement relating (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which Registrable Securities are to be or were sold pursuant to this Section 2(a) or the date that is three months after the effective date of the Company's most recent registration statement (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which the DLJ Entities or Marsh were entitled to request that Registrable Securities be sold pursuant to Section 2(b). Any request by an Initiating Stockholder pursuant to the first sentence of this Section 2(a) shall indicate that such Initiating Stockholder intends, in good faith, to dispose of all of the Registrable Securities as to which a request is made pursuant to this Section 2(a) pursuant to an underwritten public offering; provided that such intention shall not preclude a change to the plan of distribution to allow block trades, it being understood that no such change may be made with the intention of converting such registration into the functional equivalent of an "equity shelf." A request to register Registrable Securities pursuant to this Section 2(a) that is made by any DLJ Entity or Xxxxx, as the case may be, in its capacity as an "Other Stockholder" shall not reduce the number of registrations available to such registrationentity pursuant to paragraph (A) or (B), as the case may be, of this Section 2(a)(i).

Request. Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at At any time or from time to time after the expiration 90th day following the issuance of the Shelf Registration Period and until Preferred Stock pursuant to the later Stock Purchase Agreement, upon the written request of (I) the date which is 30 days after one or more Initiating Holders, requesting that the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Registrable Securities (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of all or part of the Registrable Securities held by such Initiating Holders, by delivering a written request therefor to the Company specifying the number of shares of ' Registrable Securities and specifying the intended method of distribution. The disposition thereof, the Company shall will promptly give written notice of such requested registration to all other Holdersregistered holders of Registrable Securities, and thereupon the Company shallwill, as expeditiously as possiblesubject to the terms of this Agreement, use its best efforts to (A) effect the registration under the Securities Act of: (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registrationi) of the Registrable Securities which the Company has been so requested to register by the such Initiating Holders, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution Holders for disposition in accordance with the intended method of distribution disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company or other holders of the Company's Common Stock having registration rights may elect to register in connection with the offering of Registrable Securities pursuant to this section 2.1, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered; provided, that the Company shall not be required to effect any registration pursuant to this section 2.1 (x) on more than three separate occasions and (y) unless the Holders have requested to sell at least 2 million shares of Registrable Securities or shares of Registrable Securities to be sold have a fair market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this section 2.1) of at least $50 million; provided, however, the Company shall be required, if so requested, to effect one additional registration pursuant to this Section 2.1 subsequent to the third anniversary of the issuance of the Preferred Stock to the Holders by the Company which request may be made by Apollo or its Affiliates, whether or not an Initiating Holder, and will not be subject to the volume or fair market value limitations set forth in the written request or requests delivered by the Selling Holders, and clause (By) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating to such registration.above. (b)

Request. Subject At any time subsequent to the provisions Company’s Qualifying Public Offering of Section 2.2(h) below, Common Stock (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 Senior Preferred Investors holding a majority (by number of shares) of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Senior Registrable Securities (the "Initiating Holders") shall have the right to require request in writing that the Company to effect the an underwritten registration under the Securities Act (a “Demand Registration”) of all or part of the such holders’ Senior Registrable Securities held and (ii) Initial Investors holding at least 35% (by such Initiating Holders, by delivering a written number of shares) of the Initial Registrable Securities shall have the right to request therefor to in writing that the Company specifying effect a Demand Registration of all or part of such holders’ Initial Registrable Securities; provided, however, that (x) the Company shall not be obligated to effect more than two Demand Registrations requested by the Senior Preferred Investors or more than two Demand Registrations requested by the Initial Investors under this Section 1.1(a) (other than a short-form registration on Form S-0, Xxxx X-0 or any similar short-form registration (“Short-Form Registrations”)) and the Company need not effect a Demand Registration pursuant to this Section 1.1(a) (other than a Short-Form Registration) unless the anticipated aggregate offering price in such registration is $10,000,000 or more and (y) the Company shall not be obligated to effect more than four Short-Form Registrations requested by the Senior Preferred Investors or more than four Short-Form Registrations requested by the Initial Investors under this Section 1.1(a) and the Company need not effect a demand Short-Form Registration pursuant to this Section 1.1(a) unless the anticipated aggregate offering price in such registration is $3,000,000 or more. Each request for a Demand Registration shall specify the approximate number of shares of Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distributiondisposition of such Registrable Securities). The Company shall will promptly give written notice of such requested registration to all other Holdersholders of Registrable Securities, which holders shall be entitled to include their Registrable Securities in such registration subject to Section 1.1(b) and thereupon Section 1.1(g). Thereupon the Company shallCompany, as expeditiously as possiblesubject to Section 1.1(g), will use its reasonable best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register by the Initiating Holders, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the registration statement relating to such registration.of:

Request. Subject The Company shall cause to be filed on the provisions later of Section 2.2(h(a) belowthe first business day following the 15th day after the First Closing Date (as defined in the Contribution Agreement), or (ib) if the May 1, 1998, or as soon as practicable thereafter, a Shelf Registration remains continuously effective during Statement providing for the Shelf Registration Period sale by the Investors of all of the Registrable Securities in accordance with the terms hereofhereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective so long as any Investor holds Registrable Securities; provided, however, that at any time or from time to time after the expiration of the Shelf Registration Period Statement becomes effective the number of Registrable Securities outstanding is less than 12,500, then the Investors owning the remaining Registrable Securities shall be given notice that the Shelf Registration will be permitted to lapse in not less than 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 until Section 2.2.11, the later of (I) Company further agrees to amend the date which is 30 days after Shelf Registration Statement if and as required by the rules, regulations or 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 filed with the Commission used its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason reasonable efforts to keep the Shelf Registration does Statement effective during the applicable period if it voluntarily takes any action that would result in the Investors not become 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 within 150 days after the date hereof or ceases amendment to be effective at any time prior to the expiration of the Shelf Registration PeriodStatement and the Commission has not declared it effective or except as otherwise permitted by the last three sentences of Section 2.2.2. In the event that all the Subsequent Closings (as defined in the Contribution Agreement) have not yet occurred at the time of the filing of a Shelf Registration Statement hereunder, at any time or from time to time after such registration statement also shall include the date which is 150 days from maximum estimated number of Shares that Regency reasonably anticipates could constitute Registrable Securities as a result of the date hereof (remaining Subsequent Closings, and 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 number 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 Registrable Securities (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of actually issued at all or part of the Registrable Securities held by such Initiating Holders, by delivering a written request therefor to the Company specifying Subsequent Closings exceeds the number of shares of Registrable Securities and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect covered by the registration under statement, Regency shall file an amendment increasing the Securities Act (including by means number of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register Shares covered by the Initiating HoldersShelf Registration Statement, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the effective date of the shall file a new registration statement relating to such registrationfor the additional Shares.

Request. Subject to Article ----------------------- ------- II of the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereofAmended and Restated Stockholders' Agreement, at any time or from time to time after time, upon the expiration written request of the Shelf Registration Period and until holders of a majority of the later of (I) the date which is 30 days after Eligible Securities then outstanding requesting that the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Registrable Securities (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of all or part of the Registrable Securities held by such Initiating Holders, by delivering a written request therefor to the Company specifying the specified number of shares of Registrable Securities and Eligible Securities, the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, holders of Eligible Securities and thereupon the Company shall, as expeditiously as possible, shall use its best reasonable efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Eligible Securities which the Company has been so requested to register by the Initiating HoldersSelling Stockholders, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution for disposition for cash in accordance with the intended method or methods of distribution set forth in the written request or requests delivered disposition specified by the Selling HoldersStockholders (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 request for registration the Company has previously effected a registration pursuant to this Section 1.1, (ii) subject to Section 1.1(g), the Company shall not be required to effect 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 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 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 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) if 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 Selling Class A Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Request. Subject to the provisions of this Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof4.1, at any time or from time to time after the expiration earlier of (i) six (6) months following the closing of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, Initial Public Offering or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 Registrable Securities Effective Date, (the "Initiating Holders"A) shall have the right to require the Company to effect the Anschutz or any Anschutz Affiliate may request registration for sale under the Securities Act of all or part of the Registrable Securities Common Stock then held by them; provided, however, that such Initiating Holdersrequest shall cover the registration of Common Stock with an anticipated aggregate offering price (before any underwriting discounts and commissions) of at least $25,000,000 and (B) Oaktree or any Oaktree Affiliate may request registration for sale under the Act of all or part of the Common Stock then held by them; provided, however, that such request shall cover the registration of Common Stock with an anticipated aggregate offering price (before any underwriting discounts and commissions) of at least $25,000,000. Within thirty (30) days after receipt by delivering a written request therefor to the Company specifying of such request (which request shall specify the number of shares of Registrable Securities proposed to be registered and sold), the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other HoldersStockholders of the proposed demand registration, and thereupon such other Stockholders shall have the right to join in such proposed registration and sale, upon written request to the Company shall(which request shall specify the number of shares proposed to be registered and sold) within fifteen (15) days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as possiblepracticable, use its reasonable best efforts (x) to (A) effect file with the registration SEC under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under statement on the Securities Act if so requested appropriate form concerning all Common Stock specified in such the demand request and if the Company is then eligible all shares with respect to use such a registration) of the Registrable Securities which the Company has been so received such written request from the other Stockholders and (y) to cause such registration statement to be declared effective. The Company shall use its reasonable best efforts to cause each offering pursuant to this Section 4.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter. With respect to requests for registration by Anschutz or any Anschutz Affiliate pursuant to clause (A) above, the Company shall not be required to comply with more than three (3) requests by Anschutz or any Anschutz Affiliate, collectively, for demand registrations pursuant to this Section 4.1 unless pursuant to the provisions of Section 4.1.3 hereof a number of shares in excess of fifty percent (50%) of the Common Stock requested to register be included in a registration are not included, in which event such demand registration shall not count against the three (3) demand registrations to which Anschutz and any Anschutz Affiliates, collectively, are entitled. With respect to requests for registration by the Initiating Holders, and all other Registrable Securities which the Company has been requested Oaktree or any Oaktree Affiliate pursuant to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and clause (B) if requested above, the Company shall not be required to comply with more than two (2) requests by Oaktree or any Oaktree Affiliates, collectively, for demand registrations pursuant to this Section 4.1 unless pursuant to the Selling Holders, obtain acceleration provisions of Section 4.1.3 hereof a number of shares in excess of fifty percent (50%) of the effective date of Common Stock requested to be included in a registration are not included, in which event such demand registration shall not count against the registration statement relating two (2) demand registrations to such registrationwhich Oaktree and any Oaktree Affiliates, collectively, are entitled.

Request. Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at At any time or from time to time after the expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the Shelf Registration Period, at any time or from time to time after the date which is 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 hereoftime, the HoldersForstmann Little Partnerships, individually and or jointly, of not less than 50% of the Registrable Securities (the "Initiating Holders") shall have the right to require the Company Parent to effect the registration under the Securities Act of all or part of the their respective Registrable Securities held by such Initiating HoldersSecurities, by delivering a written request (a "Forstmann Little Request") therefor to the Company Parent specifying the number of shares of Registrable Securities and the intended method of distribution. At any time following the occurrence of both (i) the consummation of an IPO and (ii) a Trigger Event, Rio Bravo shall have the right to require Parent to effect the registration under the Securities Act of all or part of its Rio Bravo Securities, by delivering a written request (a "Rio Bravo Request") therefor to Parent specifying the number of shares of Rio Bravo Securities and the 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 Company party or parties delivering a Forstmann Little Request or a Rio Bravo Request shall promptly give written notice be referred to as the "Initiating Holder." In the case of such requested registration to all other Holdersa Forstmann Little Request, and thereupon the Company shall, Parent shall as expeditiously as possiblepossible (but in any event within 120 days of receipt of the Forstmann Little Request), use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company Parent is then eligible to use such a registration) of the Registrable Securities which the Company Parent has been so requested to register by 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 other Holders (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 Holder (together with the Initiating Holders, the "Selling Holders") by which have made a written request given to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 30 days after the giving receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice by or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). Parent shall (i) use its best efforts to effect the Company, all to the extent necessary to permit registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in the written request or requests delivered by the Selling HoldersInitiating Holder, and (Bii) if requested by the Selling HoldersInitiating Holder, obtain acceleration of the effective date of the then registration statement relating to such registration.

Request. Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at At any time or from time to time after the expiration Effectiveness Date, upon the written request of one or more Initiating Holders, requesting that the Company effect the registration under the Securities Act (which shall be a Shelf Registration if requested by the Initiating Holders after the one-year anniversary of the Shelf Registration Period Public Offering), of all or part of such Initiating Holders' Registrable Securities and until specifying the later intended method or methods of (I) the date which is 30 days after disposition thereof, the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31will promptly, 1999 or (II) the fourth anniversary hereofbut in any event within 20 days, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases give written notice of such requested registration to be effective at any time prior to the expiration all holders of the 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 Registrable Securities (the "Initiating Holders") shall have the right to require the Company and thereupon will use all reasonable efforts to effect the registration under the Securities Act of all or part Registrable Securities of the Registrable Securities held by such Initiating Holders, by delivering a written request therefor Holders requested to the Company specifying the number of shares of Registrable Securities and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Securities Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) be registered within 15 days after receipt of the Registrable Securities which the Company has been so requested to register by the Initiating Holders, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company's notice, all to the extent necessary required to permit distribution the disposition (in accordance with the intended method methods thereof as aforesaid) of distribution set forth in Registrable Securities so to be registered, PROVIDED that the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration Company shall not be required to effect a registration pursuant to this section 2.2 until a period of six months shall have elapsed from the effective date of the most recent registration previously effected pursuant to this section 2.2, and PROVIDED further that, the Company shall not be required to effect more than three such registrations in the aggregate at the request of Initiating Holders pursuant to this section 2.2. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under section 2.3, if the Company shall furnish to the Initiating Holders a certificate signed by a President or an Executive vice President of the Company stating that in the good faith judgment of the Board it would be significantly disadvantageous to the Company and its shareholders for such registration statement relating to be filed on or before the filing which would otherwise be required pursuant to this section 2.2, the Company may defer the filing (but not the preparation) of the registration statement which is required to effect any registration pursuant to this section 2.2 for an additional period of not more than 60 days following the anticipated filing of such registration.registration statement, PROVIDED that at all times the Company is in good faith using all reasonable efforts to cause such registration statement to become effective. (b)