Common use of Shelf Registration Statement Clause in Contracts

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant Prior to the Securities Act Closing, the Amneal Group Representative and Impax shall jointly prepare, and Impax shall cause the Company to file with the SEC (a no later than five (5) Business Days following the later of (i) the date on which the Registration Statement on Form S-4, to be jointly prepared by Amneal and Impax and filed by the Company in accordance with Section 6.01 of the Transaction Agreement (the “Form S-4 Registration RequestStatement”), is declared effective by the Corporate Manager agrees SEC and (ii) the date that Impax has received all information reasonably required from Amneal Group for inclusion in the Shelf Registration Statement, to confidentially submit or file with the Commission as soon as reasonably practicable following extent such information was not previously included in the Corporate Manager’s receipt of such Form S-4 Registration Request Statement) a shelf “shelf” registration statement on Form S-1 or such other form under with the Securities Act then available SEC with respect to the Corporate Manager providing for the resale resales of all of Registrable Shares to be held by Amneal Group following the Redemption Shares issuable to the Non-Managing Members participating Closing in the Registration Request pursuant to accordance with Rule 415 from time (together with any additional registration statements filed to time (a register any Registrable Shares, the “Shelf Registration Statement”); provided however. Prior to the Closing, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager Impax shall use its reasonable best efforts to cause the Company to, and following the Closing the Company shall, use its reasonable best efforts to (i) cause the Shelf Registration Statement on Form S-1 filed pursuant to this Section 5.1 to be declared effective under the Securities Act as promptly as reasonably possible after filing with the SEC and (ii) maintain the effectiveness of (and availability for use of) such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available on Form S-1 (includingincluding by, without limitation, an underwritten offeringfiling any post-effective amendments thereto or prospectus supplements in respect thereof) until a Shelf Registration Statement on Form S-3 has been declared effective pursuant to the below. Upon becoming eligible to use Form S-3, the Company shall promptly file a direct sale Shelf Registration Statement on Form S-3, which may be in the form of a post-effective amendment to purchasers or a sale through brokers or agents) by the holders Shelf Registration Statement on Form S-1, covering all of the Corporate then Registrable Shares covered by such and will maintain the effectiveness of the Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares Statement on Form S-3 (or such comparable or successor form) then in the Registration Statementeffect until such time as there are no Registrable Shares. Notwithstanding the foregoingforegoing provisions of this Section 5.1, if the Corporate Manager shall not be obligated to effect SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 8.5 during 5.1 due to limitations on the period starting use of Rule 415 of the Securities Act for the resale of Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall register the resale of a number of Registrable Shares which is equal to the maximum number of shares as is permitted by the SEC, and the Company shall use its reasonable best efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the date 45 days prior applicable rules, regulations and guidance of the SEC. In such event, the number of Registrable Shares to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a be registered for each Amneal Group Member in such registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that shall be reduced pro rata (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; first, among all Amneal Group Members and (ii) second, among purchasers of Company Common Stock in any Company-Assisted PIPE Transaction, in each case based on the Corporate Manager then is unable proportion that the number of Registrable Shares held by such Amneal Group Member or shares held by such purchasers pursuant to comply with requirements of the Commission applicable such registration statement bears to the requested total number of Registrable Shares or shares held by such purchasers, as applicable, to be registered pursuant to such registration (notwithstanding its commercially reasonable efforts to so comply) orstatement.

Shelf Registration Statement. Upon (a) As soon as practicable but no later than thirty (30) calendar days after the written request by Non-Managing Members holding Member Units date hereof (the “Filing Date”), the Company shall prepare and file with respect to which an aggregate (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)such registration statement, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager filing) on a delayed or continuous basis and shall use its best commercially reasonable efforts to cause have such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) 60 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date hereof and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission as soon as reasonably practicable after that the initial submission or filing thereof and to keep such Shelf Registration Statement effective will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that Commission is closed for business, the Effectiveness Date shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a period government shutdown, the Effectiveness Date shall be extended by the same amount of at least 180 daysBusiness Days that the Commission remains closed for operations. Any Such Shelf Registration Statement shall provide for the resale from time to time, and of the Registrable Securities included therein pursuant to any customary method or combination of customary methods legally available (includingto, without limitationand requested by, an underwritten offeringany Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a direct sale Shelf Registration Statement continuously effective, available for use to purchasers permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 or a sale through brokers or agents) any other form that permits incorporation of substantial information by reference to other documents filed by the holders of Company with the Corporate Shares covered by Commission and at such time the Company has an outstanding Shelf Registration Statement. In connection therewithStatement on Form S-1, then the Corporate Manager will, within 20 days after receipt of any Company shall use its commercially reasonably efforts to convert such outstanding Shelf Registration Request, provide written notice of the Statement on Form S-1 into a Shelf Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration StatementStatement on Form S-3. Notwithstanding the foregoing, if the Corporate Manager Commission prevents the Company from including any or all of the Registrable Securities under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act, such Shelf Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities or other shares to be registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Shelf Registration Statement or file one or more new Shelf Registration Statement(s) (such amendment or new Shelf Registration Statement shall also be deemed to be “Shelf Registration Statement” hereunder) to register such additional Registrable Securities and cause such amendment or Shelf Registration Statement(s) to become effective as soon as practicable after the filing thereof and no later than the earlier of (x) 30 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Shelf Registration Statement and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be obligated “reviewed” or will not be subject to effect a registration pursuant to this Section 8.5 during further review (such earlier date, the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration StatementAdditional Effectiveness Date”). In addition; provided, ifhowever, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of if such day falls on a registration statement could jeopardize Saturday, Sunday or delay any contemplated material transaction or would require the disclosure of material information other day that the Corporate Manager had Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a bona fide business purpose for preserving government shutdown, the Effectiveness Date shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as confidential; set forth in this Section 2. (b) Subject to Section 2.3 and Section 2.4, (i) the Sponsor or (ii) the Corporate Manager then is unable to comply with requirements Holders of a majority-in-interest of the Commission applicable then outstanding number of Registrable Securities (other than those described in clause (c) to the definition of “Registrable Securities”) held by the MoneyLion Holders (the “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than five (5) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within ten (10) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities in any twelve (12) month period; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested registration by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding its the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to so comply) orwork with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect (a) The Company: (A) shall cause to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file filed with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on Form S-1 or such other an appropriate form under the Securities Act then available Act, relating solely to the Corporate Manager providing for the resale offer and sale of all of the Redemption Shares issuable to Registrable Securities by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager B) shall use its best efforts to cause have such Shelf Registration Statement to be declared effective by the Commission SEC as soon as reasonably practicable after thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the initial submission or filing thereof and Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep such the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective for a period date of at least 180 days. Any the Shelf Registration Statement shall provide for and ending on the resale from time to time, and pursuant to any customary method or combination earlier of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agentsi) by the holders date on which all of the Corporate Shares Registrable Securities covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not may be obligated to effect a registration sold pursuant to this Section 8.5 during Rule 144(k) under the period starting with the date 45 days prior to the Corporate Manager’s estimated date Securities Act (or any successor provision having similar effect) without any volume, manner of filing ofsale or other restrictions, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to comply with requirements the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Commission applicable Registration, of counsel for the Company satisfactory to the requested Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration (notwithstanding statement. The Company shall be deemed not to have used its commercially reasonable best efforts to so complykeep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) orIf at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. Upon (a) As soon as practicable but no later than fifteen (15) Business Days after the written request by Non-Managing Members holding Member Units date hereof (the “Filing Date”), the Company shall prepare and file with respect to which an aggregate (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)such registration statement, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager filing) on a delayed or continuous basis and shall use its best commercially reasonable efforts to cause have such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission as soon as reasonably practicable after that the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 dayswill not be “reviewed” or will not be subject to further review. Any Such Shelf Registration Statement shall provide for the resale from time to time, and of the Registrable Securities included therein pursuant to any customary method or combination of customary methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. (includingb) Subject to Section 2.3 and Section 2.4, without limitation, an underwritten offering, (i) the Holders of a direct sale to purchasers or a sale through brokers or agents) majority-in-interest of the then outstanding number of Registrable Securities held by the holders Initial Stockholders or the transferees of the Corporate Shares covered Initial Stockholders, (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Former MetroMile Stockholders or the transferees of the Former MetroMile Stockholders or (iii) Cantor or its designees (the “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration StatementStatement (“Shelf Registrable Securities”). In connection therewithThe Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Corporate Manager willDemanding Holders may request, within 20 days after receipt and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities, including one (1) Shelf Underwriting on behalf of Cantor; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Request, provide written notice Statement has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration Request effected for such Demanding Holder pursuant to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration StatementSection 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the Corporate Manager foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be obligated entitled to effect a registration pursuant notice of such Underwritten Block Trade and shall not be entitled to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing ofparticipate in such Underwritten Block Trade; provided, and ending on a date 180 days following the effective date ofhowever, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to so comply) orwork with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade.

Shelf Registration Statement. Upon (a) The Company shall, no later than the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)Filing Date, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following SEC a Shelf Registration Statement (the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available “Initial Shelf”) relating to the Corporate Manager providing for the resale of all offer and sale of the Redemption Shares issuable to Registrable Securities by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Investors from time to time (a “Shelf Registration Statement”); provided howeverto permit the sale of Registrable Securities by the Investors pursuant to the Orderly Sale Arrangement set forth in Section 9 of the SPA and, that not more than two such registrations may occur each year. Except as provided in this Section 8.5thereafter, the Corporate Manager shall use its best efforts to cause the Initial Shelf to be declared effective under the Securities Act no later than ninety (90) calendar days following the date first filed with the SEC. None of the Company’s securityholders (other than the Investors) shall have the right to include any Securities of the Company on the Initial Shelf. (b) For so long as either Investor holds any Registrable Securities, the Company shall use its best efforts to maintain an effective Shelf Registration Statement registering all unsold Registrable Securities. Subject to Section 4.3, the Company shall use its best efforts to keep a Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4.3(i), in order to permit the Prospectus forming a part thereof to be usable by the Investors until the date that the Investors no longer hold Registrable Securities (such period, the “Resale Period”). The Company shall be deemed not to have used its best efforts to keep a Shelf Registration Statement effective during the Resale Period if the Company voluntarily takes any action that would result in the Investors’ not being able to offer and sell any of such Registrable Securities under such Shelf Registration Statement to be declared effective during that period, unless such action is (x) required by applicable Laws and the Commission as soon as reasonably practicable after Company thereafter promptly complies with the initial submission requirements of Section 4.3 or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and (y) permitted pursuant to any customary method Section 4.3. (c) For the avoidance of doubt, nothing in this Agreement shall require the Company to undertake or combination of customary methods legally available (including, without limitation, otherwise support an underwritten offeringoffering of Registrable Securities unless the Company determines to do so in its sole discretion. (d) For the avoidance of doubt, a direct any sale made pursuant to purchasers or a sale through brokers or agents) by the holders Initial Shelf shall be subject to the Orderly Sale Arrangement set forth in Section 9 of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orSPA.

Shelf Registration Statement. Upon (a) The Company shall: (i) as promptly as practicable, but in any event not later than 30 days, after the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 Closing Date (the “Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration RequestFiling Date”), the Corporate Manager agrees to confidentially submit or prepare and file with the Commission as soon as reasonably practicable following SEC a “Shelf” Registration Statement (the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”) covering the resale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders, to be made on a continuous basis pursuant to Rule 415. The Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S−3, in which case such registration shall be on another appropriate form in accordance herewith, reasonably acceptable to Holders of a majority of the Registrable Securities); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, modified by the Corporate Manager shall Company as necessary to conform to comments from the SEC; (ii) use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective under the 1933 Act as promptly as possible after the filing thereof, but in any event prior to the 90th day (or the 120th day in the case of a “full review” by the Commission as soon as reasonably practicable SEC) after the initial submission or filing thereof and to keep such Closing Date (the “Effectiveness Date”); (iii) within two Business Days after the Shelf Registration Statement effective for is declared effective, file a period final Prospectus with the SEC pursuant to Rule 424 and notify the Holders via facsimile of at least 180 days. Any effectiveness of the Shelf Registration Statement; (iv) use its reasonable best efforts to keep the Shelf Registration Statement shall provide for continuously effective under the resale from 1933 Act until such time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares as all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144 under the 1933 Act or any other rule of similar effect, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”); (v) during the Effectiveness Period, furnish to each Holder with respect to the Registrable Securities registered under the Shelf Registration Statement. In connection therewithStatement (and to each underwriter, if any, of such Registrable Securities) such number of copies of Prospectuses and such other documents as such Holder may reasonably request, in order to facilitate the Corporate Manager willpublic sale or other disposition of all or any of the Registrable Securities by such Holder; (vi) during the Effectiveness Period, within 20 days after receipt notify each holder of Registrable Securities covered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such Registration RequestStatement, provide written notice as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the Registration Request to circumstances then existing; and (vii) file documents required of the Non-Managing Members not a party to Company for normal Blue Sky clearance in states specified in writing by any Holder; provided that the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager Company shall not be obligated required to effect a registration pursuant qualify to this Section 8.5 during the period starting with do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (b) From the date 45 days prior to hereof until the Corporate Manager’s estimated date of the Shelf Registration Statement is declared effective under the 1933 Act, the Company shall not file, nor permit the filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO any Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that Statement other than (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; Shelf Registration Statement and (ii) the Corporate Manager then is unable to comply a Registration Statement on Form S-8 with requirements of the Commission applicable respect to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orStock Plans.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect (a) The Company: (A) shall cause to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file filed with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC, on or before October 31, 2001, a shelf registration statement (the "SHELF REGISTRATION STATEMENT") on Form S-1 or such other an appropriate form under the Securities Act then available Act, relating solely to the Corporate Manager providing for the resale offer and sale of all of the Redemption Shares issuable to Registrable Securities by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager B) shall use its best efforts to cause have such Shelf Registration Statement to be declared effective by the Commission SEC as soon as reasonably practicable after thereafter, but in no event later than January 31, 2002; provided, however, that no Holder (other than the initial submission or filing thereof and Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep such the Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for continuously effective, supplemented and amended in order to permit the resale from time Prospectus included therein to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) be lawfully delivered by the holders Holders of the Corporate Shares Registrable Securities through the date on which all of the Registrable Securities covered by such Shelf Registration Statement. In connection therewithmay be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or such shorter period that will terminate on the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice date on which all of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration Registrable Securities have been sold pursuant to this Section 8.5 during an effective registration statement (in any such case, such period being called the period starting with the date 45 days "SHELF REGISTRATION PERIOD"); provided, however, that prior to the Corporate Manager’s estimated date termination of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO such Shelf Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5Period, the Corporate Manager has determined Company shall first furnish to each Holder of Registrable Securities participating in good faith that such Shelf Registration (i) an opinion, in form and substance satisfactory to the filing Majority Holders of a registration statement could jeopardize the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or delay any contemplated material transaction successor provision having similar effect) without any volume, manner of sale or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; other restrictions or (ii) a "No-Action Letter" from the Corporate Manager then is unable to comply with requirements staff of the Commission SEC stating that the SEC would not recommend enforcement action if the Registrable Securities were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the requested Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (notwithstanding its commercially reasonable efforts such approval not to so comply) orbe unreasonably withheld).

Shelf Registration Statement. Upon If the written request Company has not filed an IPO Registration Statement by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of June 15, 2012, or if such Non-Managing Members’ Redemption Shares pursuant to IPO Registration Statement has been filed but has not been declared effective under the Securities Act (a “Registration Request”)by October 31, 2012, the Corporate Manager agrees to confidentially submit or Company shall, no later than the Filing Deadline, file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement Registration Statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time Company (a “Shelf Registration Statement”); provided however, that not more than two ) relating to the offer and sale of the Registrable Securities by the Holders from time to time pursuant to Rule 415 in accordance with the methods of distribution elected by such registrations may occur each year. Except as provided Holders holding a majority of the Registrable Securities and set forth in this Section 8.5such Shelf Registration Statement (such date, the Corporate Manager “Filing Date”) and, thereafter, shall use its best commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by under the Commission Securities Act as soon as reasonably practicable after the initial submission or filing thereof thereof, but no later than 120 calendar days following the Filing Date; provided, however, that the Company may, upon written notice to all Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. The Company agrees to use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of at least 180 days(i) six months from the Effective Time; provided, that, all of the Registrable Securities are eligible for sale without any volume or manner of sale restrictions pursuant to Rule 144 (or any successor or analogous rule) under the Securities Act, or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that if the Company has an effective Shelf Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company may, upon 30 Business Days prior written notice to all Holders, register any Registrable Securities registered but not yet distributed under the effective Shelf Registration Statement on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Registration Statement or transfer the filing fees from the previous Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Shelf Registration Statement notifies the Company within 15 Business Days of receipt of the Company notice that such a registration under a new Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Securities already in progress, in which case the Company shall delay the effectiveness of the short-form Registration Statement and termination of the then-effective initial Registration Statement or any short-form Registration Statement for the period necessary to complete such distribution and no more than 45 days from the date that the Company receives the notice from such Holders requesting a delay. Any Shelf Registration Statement shall provide for the resale from time to time, time and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offeringUnderwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Securities. If the Company has not filed an IPO Registration Statement by June 15, 2012, or such IPO Registration Statement has been filed but has not been declared effective under the Securities Act by October 31, 2012, the obligation to file the Shelf Registration Statement by the applicable Filing Deadline may be waived and/or extended, in writing, by the holders of at least 75% of the Corporate Shares covered shares of Common Stock held by such Shelf Registration Statement. In connection therewiththe Holders, the Corporate Manager willWLR IV Parallel ESC, within 20 days after receipt L.P. and WLR Recovery Fund IV, L.P. Each Holder of any Registration Request, provide written notice of Securities at the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager time or thereafter outstanding shall not be obligated to effect a registration bound by any such waiver or extension effected pursuant to this Section 8.5 during the period starting with the date 45 days prior 2(a), whether or not any notice or writing indicating such waiver or extension is delivered to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orsuch Holder.

Shelf Registration Statement. Upon As promptly as practicable after the written request by Closing Date but in no event more than 21 days thereafter, the Company shall, at its sole expense, use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals, clearances and authorizations of, or any exemption by, all Governmental Entities necessary or advisable in order to include all Shares (including shares of Voting Common Stock issuable upon conversion of shares of Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”Voting Common Stock) requesting in the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate ManagerCompany’s receipt of such Registration Request a existing Form S-3 shelf registration statement on Form S-1 or such other form under file with the Securities Act then available to SEC (File No. 333-165016) (the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration StatementAgreement”); provided however, that not more than two such registrations may occur each year. Except as provided Upon receipt of the necessary approvals described in this Section 8.5the preceding sentence (if any are needed), the Corporate Manager Company shall use its best efforts as soon as practicable file a post-effective amendment to cause such the Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for register the resale from time of the Shares (including shares of Voting Common Stock issuable upon conversion of shares of Non-Voting Common Stock) not already registered thereby, or will file a new shelf registration statement, to timeregister the resale of such Shares not already registered thereby, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its each case will use commercially reasonable efforts to so complycause any such shelf registration statement (either the post-effective amendment to the Shelf Registration Statement, or the new shelf registration statement) orto become effective as soon as practicable. For the avoidance of doubt, the post-effective amendment to Shelf Registration Statement or the new shelf registration statement, as applicable, and the rights and obligations of the Series A Holders and the Company with respect thereto, shall continue to be subject to the terms and conditions of Section 10 of the Investment Agreement.

Shelf Registration Statement. Upon a. The Company shall, at its expense, prepare and file with the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 SEC, as soon as practicable, but in no event later than one hundred twenty (“Redemption Shares”120) requesting days, following the registration of all the Class A Common Stock or Class B Common Stock of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form Company under the Securities Act then available or the Exchange Act (an "EFFECTIVE REGISTRATION") or any Change of Control pursuant to which the Corporate Manager providing Warrant becomes exercisable for securities registered under the resale of all Securities Act or the Exchange Act of the Redemption Shares issuable surviving company (the "FILING DEADLINE"), a Shelf Registration Statement with respect to resales of the Non-Managing Members participating in Transfer Restricted Securities by the Registration Request Holders from time to time on a delayed or continuous basis pursuant to Rule 415 from time to time (a “and in accordance with the methods of distribution set forth in such Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager Statement and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by under the Commission Securities Act as soon as reasonably practicable after the Filing Deadline, but in no event later than one hundred and eighty (180) days after the completion of the Effective Registration or any Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "EFFECTIVENESS DEADLINE"). The first filing of the Shelf Registration Statement shall contain the "Plan of Distribution" section in substantially the form attached hereto as Exhibit B. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC. The Company shall not register any Class A Common Stock or any other securities for the benefit of any Person other than the Company or a holder of Existing Incidental Registration Rights, in advance of registering the Transfer Restricted Securities pursuant to this Section 2.1 or pursuant to Section 2.2 (other than a registration on Form S-4). (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling holder of Transfer Restricted Securities in the Shelf Registration Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first class registered mail or by courier with delivery confirmation a properly completed Notice and Questionnaire to the Company. The Company shall deliver the Notice and Questionnaire to the Holders within five (5) Business Days of completion of the registration of the Company's securities under the Securities Act or Exchange Act. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the completed Notice and Questionnaire must be received by the Company on or prior to the tenth (10th) Business Day after the date the Notice and Questionnaire is delivered by the Company in accordance with this Section 2.1(b)(i) (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the twentieth (20th) Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth (5th) Business Day prior to initial submission effectiveness of the Shelf Registration Statement, in each case provided that the Company has delivered the Notice and Questionnaire in accordance with this Section 2.1(b)(i)) (in any case, the "QUESTIONNAIRE DEADLINE"). (ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10) Business Days after the Company's receipt thereof, file any supplements to the related Prospectus or file any post-effective amendment to the Shelf Registration Statement that is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement and permit such Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (a "POST-EFFECTIVE AMENDMENT") (subject to the right of the Company to suspend the use of the Prospectus as described in Section 2.1(d) hereof); provided, however, that (i) if a supplement to the related Prospectus is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period and (ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) post-effective amendment to the Shelf Registration Statement in any sixty (60) day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period. (iii) Each Holder as to which the Shelf Registration Statement is being effected shall furnish promptly to the Company (x) such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. c. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until there ceases to be any Transfer Restricted Securities outstanding (such period being called the "SHELF REGISTRATION PERIOD"). The Company will, in order to fulfill its obligations and this Section 2.1(c): (x) subject to Section 2.1(b)(ii) and 2.1(d), use its reasonable best efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 2.1(b)(ii) and 2.1(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and (z) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf Registration Statement during the Shelf Registration Period. d. The Company may suspend the availability of any Shelf Registration Statement and the use of any Prospectus (the period during which the availability of any Shelf Registration Statement and any Prospectus may be suspended herein referred to as the "SUSPENSION PERIOD"), without incurring any obligation to pay Registration Default Payments pursuant to Section 2.1(e), for a period not to exceed: (i) thirty (30) consecutive days at any one time, (ii) forty-five (45) days in any three (3) month period or (iii) ninety (90) days in the aggregate during any twelve (12)-month period, in each case only for valid business reasons, to be determined in good faith by the Company in its reasonable judgment (which shall not include the avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, events listed in Section 3(c), public filings with the SEC and similar events; provided, that the Company promptly thereafter complies with the requirements of Section 3(g) hereof, if applicable, and provided further that, if a Post-Effective Amendment is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing thereof and the effectiveness of any Post-Effective Amendment shall be not deemed to be a Suspension Period hereunder. The first day of any Suspension Period must be at least two (2) trading days after the last day of any prior Suspension Period. e. The Company and the Buyers agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2.1 hereof. If: (i) the Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Deadline, (ii) if the Shelf Registration Statement has not been declared effective by the SEC on or prior to the Effectiveness Deadline or (iii) on any day after the Effective Date sales of all of the Transfer Restricted Securities required to be included on such Shelf Registration Statement cannot be made (other than during a Suspension Period pursuant to such Shelf Registration Statement (including, without limitation, because of a failure to keep such Shelf Registration Statement effective effective, to disclose such information as is necessary for a period of at least 180 days. Any sales to be made pursuant to such Shelf Registration Statement shall provide for the resale from time or to timeregister a sufficient number of Warrant Shares)) (a "MAINTENANCE FAILURE", and each such event referred to in clauses (i), (ii) and (iii), a "REGISTRATION DEFAULT TRIGGER"), the Company shall pay to each Notice Holder during any period in which a Registration Default Trigger has occurred or is continuing (which remedy shall be exclusive of any other remedies available at law or in equity) an amount in cash equal to 2 percent (2%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Holder's Transfer Restricted Securities included in such Shelf Registration Statement on each of the following dates: (i) every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; (iii) every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to any customary method this Section 2.1(e) are referred to herein as "REGISTRATION DEFAULT PAYMENTS." Registration Default Payments shall be paid on the earlier of (I) the thirtieth day after the event or combination failure giving rise to the Registration Default Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Default Payments is cured. In the event the Company fails to make Registration Default Payments in a timely manner, such Registration Default Payments shall bear interest at the rate of customary methods legally available one percent (1.0%) per month (prorated for partial months) until paid in full. No Registration Default Payment shall be required if prior to the Effectiveness Deadline the Transfer Restricted Securities are included in an Incidental Registration under Section 2.2. f. All of the Company's obligations (including, without limitation, an underwritten offeringthe obligation to pay Registration Default Payments) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. g. Immediately upon the occurrence or the termination of a Registration Default Trigger, the Company shall give the Notice Holders, so long as any Warrants remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to the Warrants, and the amount thereof and of the nature of the default giving rise to such commencement or the event giving rise to such termination, as the case may be (such notice to be contained in a direct sale certificate signed by the chief financial officer of the Company and detailing such event (the "OFFICER'S CERTIFICATE"), and prior to purchasers receipt of such Officer's Certificate, the Notice Holders shall be entitled to assume that no such commencement or termination has occurred. h. If the Shelf Registration Statement is on a form other than Form S-3 or a sale through brokers or agents) by successor form thereto then the holders of Company shall use reasonable best efforts to convert the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, Statement into a registration statement pertaining to an underwritten public offering of Corporate Shares for on Form S-3 or a successor form thereto, provided that the account Company shall maintain the effectiveness of the Corporate Manager (an “IPO Shelf Registration Statement”). In addition, if, while Statement then in effect until such time as a Shelf Registration Request is pending pursuant to this Section 8.5, Statement on Form S-3 covering the Corporate Manager Transfer Restricted Securities has determined in good faith that (i) been declared effective by the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orSEC

Shelf Registration Statement. Upon (a) From and after the written request by Non-Managing Members holding Member Units with respect expiration of the Restricted Period, subject to which an aggregate the terms and conditions hereof, and further subject to the availability of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 a registration statement on Form S-3 or any successor form thereto (“Redemption SharesForm S-3”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)Parent, the Corporate Manager agrees Investor may by written notice delivered to confidentially submit or Parent (the “Shelf Notice”) require Parent to use commercially reasonable efforts to file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available practicable, and to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the initial submission or filing thereof and to keep such Securities Act (the “Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for Statement”) relating to the resale offer and sale, from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) amount of Registrable Securities then held by the holders of Investor that equals or is greater than the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration StatementRegistrable Amount. Notwithstanding the foregoing, to the Corporate Manager extent that upon the expiration of the Restricted Period, Parent is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and Parent shall use commercially reasonable efforts to file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Investor. Parent shall be deemed to have satisfied its obligations under this Section 5.3(a) if such Registrable Securities have been registered on the Shelf Registration Statement contemplated by Section 5.16 of the Merger Agreement and for so long as such Registration Statement remains effective, it being understood that, notwithstanding the effectiveness of such Registration Statement or anything herein to the contrary, the Investor shall not be entitled to deliver a Take-Down Notice until the expiration of the Restricted Period, and the Transfer restrictions contained in Article II shall continue to apply in all respects in accordance with their terms. (b) Subject to Section 5.3(c), Parent will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which this Agreement terminates pursuant to Section 8.1. (c) Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled, from time to time, by providing written notice to the Investor, to require the Investor to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period and the Investor agrees to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities upon receipt of such notice. In the event of a Blackout Period under clause (ii) of the definition thereof, Parent shall deliver to the Investor a certificate signed by either the chief executive officer or the chief financial officer of Parent certifying that the conditions described in clause (ii) of the definition of Blackout Period are met. (d) At any time that a Shelf Registration Statement is effective, if the Investor delivers a notice to Parent (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), then Parent shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering; provided, that Parent shall not be obligated to effect a registration pursuant more than two (2) Shelf Offerings during any twelve (12)-month period or to effect any Shelf Offering for less than the Registrable Amount. (e) In connection with any Shelf Offering, if the lead managing underwriter(s) advises Parent and the Investor that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Shelf Offering would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success of such Shelf Offering, then there shall be included in such Shelf Offering only such securities as the Investor is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 8.5 during the period starting with the date 45 days prior 5.3, any Shelf Offering shall be subject to the Corporate Manager’s estimated date same requirements, limitations and other provisions of filing ofthis Article V as would be applicable to a Demand Registration (i.e., as if such Shelf Offering were a Demand Registration), including Section 5.1(e)(ii), Section 5.1(g) and ending on Section 5.1(i). (f) If any of the Registrable Securities is to be sold in a date 180 days following Shelf Offering initiated by the effective date ofInvestor, a registration statement pertaining the Investor shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to an underwritten public the offering of Corporate Shares for the account of the Corporate Manager such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be acceptable to Parent (an “IPO Registration Statement”such acceptance not to be unreasonably withheld, conditioned or delayed). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or.

Shelf Registration Statement. Upon The Operating Partnership and the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or Guarantor shall file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such a Registration Request Statement for an offering to be made on a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request continuous basis pursuant to Rule 415 from time to time covering (a i) all of the Registrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of all applicable series of Notes for which Section 2(c)(ii)(D) applies (the “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, The Operating Partnership and the Corporate Manager Guarantor shall use its best their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Operating Partnership and the Guarantor shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership and the Guarantor shall use their respective reasonable efforts to cause such the Shelf Registration Statement to be declared effective by under the Commission as soon as reasonably practicable Securities Act on or prior to the date that is 180 days after delivery of the initial submission or filing thereof Shelf Notice and to keep such the Shelf Registration Statement continuously effective for a under the Securities Act until the date that is two years from the Closing Date (or such shorter restrictive period as may be required pursuant to Rule 144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of at least 180 days. Any the Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request be extended to the Non-Managing Members not a party extent required to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orSecurities Act and as otherwise provided herein.

Shelf Registration Statement. Upon The Operating Partnership and the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or Partnership shall file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such a Registration Request Statement for an offering to be made on a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request continuous basis pursuant to Rule 415 from time covering (i) all of the Registrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes as to time which Section 2(c)(ii)(D) is applicable (a “the "Shelf Registration Statement”"); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, The Operating Partnership and the Corporate Manager Partnership shall use its best their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Operating Partnership and the Partnership shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership and the Partnership shall use their respective reasonable efforts to cause such the Shelf Registration Statement to be declared effective by under the Commission as soon as reasonably practicable Securities Act on or prior to the date that is 180 days after delivery of the initial submission or filing thereof Shelf Notice and to keep such the Shelf Registration Statement continuously effective for a under the Securities Act until the date that is two years from the Closing Date (or such shorter restrictive period as may be required pursuant to Rule 144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of at least 180 days. Any the Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request be extended to the Non-Managing Members not a party extent required to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orSecurities Act and as otherwise provided herein.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”a) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager The Company agrees to confidentially submit or file with the Commission SEC as soon as reasonably practicable following after the Corporate Manager’s receipt Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of such the Transfer Restricted Securities (the "Shelf Registration Request a shelf registration statement Statement"). The Shelf Registration Statement shall be on Form S-1 or such other form S-3 under the Securities Act then available to or another appropriate form permitting registration of such Transfer Restricted Securities for resale by the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating Holders in the Registration Request pursuant manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to Rule 415 from time to time (a “be included in the Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager The Company shall use its best reasonable efforts to cause such the Shelf Registration Statement to be declared effective by pursuant to the Commission Securities Act as soon promptly as reasonably practicable after following the initial submission or filing thereof thereof, but in no event later than the Effectiveness Target Date, and to keep such the Shelf Registration Statement continuously effective under the Securities Act for a period of at least 180 days. Any Shelf Registration Statement shall provide for 36 months after the resale from time to time, and date on which all the Notes are sold (including those sold pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request over-allotment option granted to the Non-Managing Members not a party Initial Purchasers in the Placement Agreement) to the Registration Request offering Initial Purchasers (subject to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration extension pursuant to this Section 8.5 during Sections 2(b) and 2(d) hereof) (the "Effectiveness Period"), or such shorter period starting with the date 45 days prior ending when there cease to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay be outstanding any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orTransfer Restricted Securities.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant On or prior to the Securities Act (a “Registration Request”)Filing Deadline, the Corporate Manager agrees to confidentially submit or Company shall prepare and file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such a Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for Statement covering the resale of all of the Redemption Shares issuable Registrable Securities not previously covered by an existing and effective Registration Statement for an offering to the Non-Managing Members participating in the Registration Request be made on a continuous basis pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided howeveror, that if Rule 415 is not more than two available for offers and sales of the Registrable Securities, by such registrations may occur each year. Except other means of distribution of Registrable Securities as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective approved by the Commission as soon as reasonably practicable after Required Holders (the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Initial Registration Statement”). In additionThe Initial Registration Statement shall be on F-1 or S-1 (or such shorter registration form as may then be available to the Company), ifas may then be applicable to the Company, while a Registration Request is pending and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section in a form to be agreed by the parties promptly after Closing. Notwithstanding the registration obligations set forth in this Section 8.52, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a continuous basis as a secondary offering on a single registration statement, the Corporate Manager has determined in good faith that Company agrees to promptly (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements inform each of the Commission applicable to the requested registration (notwithstanding Holders thereof and use its commercially reasonable efforts to so complyfile amendments to the Initial Registration Statement as required by the Commission to permit offers and sales of the Registrable Securities pursuant to the Initial Registration Statement, or (ii) orwithdraw the Initial Registration Statement and file one or more new registration statements (together, the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on the applicable form; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation 612.09 with respect to the Securities Act Rule 415, dated Jan. 26, 2009, compiled by the Commission’s Division of Corporation Finance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of securities to be registered on such Registration Statement will first be reduced by securities that are not Registrable Securities, and second by Registrable Securities represented by holders of Warrant Shares (applied, in the case that some Warrant Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Warrant Shares held by such Holders), and third by Registrable Securities represented by holders of Conversion Shares (applied, in the case that some Conversion Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Conversion Shares held by such Holders), and fourth by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares, Conversion Shares and Warrant Shares held by such Holders In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on the applicable form (the “Remainder Registration Statements”).

Shelf Registration Statement. Upon (a) Subject to the written request by Non-Managing Members holding Member Units with respect to which an aggregate other applicable provisions of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 this Agreement, beginning on the date that is 24 months after the date of this Agreement, one or more Holders (each, a “Redemption SharesDemanding Holder”) requesting with Registrable Securities shall have the registration of all of such Non-Managing Members’ Redemption Shares right, by delivering written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities owned by such Holders and requested by such Demand Notice to be so registered (a “Registration RequestDemand Registration”). Upon receipt of such Demand Notice, the Corporate Manager agrees Company will notify all Holders (other than the Demanding Holders) in writing and such Holders shall have the right to confidentially submit request that the Company include all or a portion of such Holder’s Registrable Securities in such Demand Registration by written notice delivered to the Company within five (5) calendar days after such notice is given by the Company. (b) Following receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to prepare and file with the Commission as soon as reasonably practicable following an Initial Shelf Registration Statement on Form S-3 covering the Corporate Manager’s receipt Registrable Securities for resale by the Holders so requesting in accordance with Section 1.1(a) (except if the Company is not then eligible to register for resale the Registrable Securities on a Registration Statement on Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registration Request Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders of a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all Majority of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”Registrable Securities covered thereby); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager and shall use its best commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective by the Commission SEC as soon promptly as is reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any (it being agreed that the Initial Shelf Registration Statement shall provide for be an automatic shelf Registration Statement that shall become effective upon filing with the resale from time SEC pursuant to timeRule 462(e) if Rule 462(e) is available to the Company). (c) Each Holder shall be limited to three Demand Registrations under this Section 1.1 in any twelve-month period, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager Company shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 file more than one Registration Statement within 120 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following after the effective date ofof any Registration Statement filed by the Company; provided, a registration statement pertaining to an underwritten public offering however, that any Demand Registration shall not count towards this limit if the Registration Statement that is the subject of Corporate Shares the Demand Registration (x) has not been declared effective by the SEC or (y) is not maintained effective for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending period required pursuant to this Section 8.51.2 (unless such Registration Statement again becomes effective or a Subsequent Registration Statement becomes effective, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information either case, in compliance with Section 1.3), it being understood that the Corporate Manager had occurrence of an event described in clause (x) or (y) shall not have any effect on the Company’s obligation to pay Registration Expenses pursuant to Section 2.3; and provided further, that the Company shall not be required to effectuate a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then Demand Registration if an effective Registration Statement covering such shares is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) oron file.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (An “Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a automatic shelf registration statement on Form S-1 or such other form statement” as defined under Rule 405 under the Securities Act then available of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-282431) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the Corporate Manager providing date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the resale of all knowledge of the Redemption Shares issuable Company, threatened by the Commission, and no notice of objection of the Commission to the Nonuse of such registration statement or any post-Managing Members participating in the Registration Request effective amendment thereto pursuant to Rule 415 from time 401(g)(2) under the Securities Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to time the date of this Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereinafter called a “Shelf Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Time of Sale (as defined in Section 2(c) hereof), is hereinafter called the “Pricing Prospectus”; provided however, that not more than two such registrations may occur each year. Except as provided the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act in this accordance with Section 8.53(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Corporate Manager Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall use its best efforts be deemed to cause refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Shelf prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement Statement, any prospectus supplement relating to be declared effective by the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act and any documents filed under the Securities Exchange Act of 1934, as soon as reasonably practicable amended (the “Exchange Act”), and incorporated therein, in each case after the initial submission date of the Basic Prospectus, such Preliminary Prospectus, or filing thereof the Prospectus, as the case may be; and any reference to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf any amendment to the Registration Statement shall provide for be deemed to refer to and include any annual report of the resale from time to time, and Company filed pursuant to any customary method Section 13(a) or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents15(d) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, Exchange Act after the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice effective date of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares Statement that is incorporated by reference in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or.

Shelf Registration Statement. Upon (a) On or prior to the written request later to occur of (x) the Closing and (y) the date on which the Company has filed the Form 8-K (which shall be no later than 71 days following the initial Form 8-K announcing the Closing) including financial information required by NonItem 9.01(a) in relation to the Acquired Companies, or to the extent the Company cannot satisfy the requirements of Item 9.01(a) of Form 8-Managing Members holding Member Units with respect K prior to such 71 days, the date on which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the SEC provides relief from such Form 8-K requirement, the Company shall have filed a registration statement covering the registration of all Shares held by the Company Stockholders as of such Non-Managing Members’ Redemption Shares Closing and shall use its reasonable best efforts to maintain an effective registration statement on Form S-3 (“Form S-3”), or if the Company is not eligible to use Form S-3, an effective registration statement on Form S-1, or any successor forms thereto, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a “Registration Request”)any such registration statement, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that which may be in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), if available, or any other registration statement registering all Registrable Securities held by the Company Stockholders as of Closing. For the avoidance of doubt, a filing prior to the expiration of the Lock Up Period shall not more than two such registrations may occur each yearon its own be deemed a waiver of the provisions of 1.9(a) hereof. Except as provided in this Section 8.5For the avoidance of doubt, the Corporate Manager Company may satisfy its obligations with respect to the effectiveness of a Shelf Registration Statement by filing with the Commission and providing the Company Stockholders with a prospectus supplement under a “universal” or other Shelf Registration Statement of the Company that also registers sales of securities for the account of the Company or other holders (provided that, for the avoidance of doubt, the Company shall comply with all of its other obligations under this Agreement with respect to a Shelf Registration Statement, including Section 1.2(b)), it being agreed that, if available, the Company shall file such a prospectus supplement in lieu of a new Shelf Registration Statement, unless the Company and the Company Stockholders otherwise agree. (b) Subject to Section 1.2(c), the Company will use its reasonable best efforts to cause such keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which the total amount of Registrable Securities as of such date is not a Registrable Amount; and (ii) the date on which this Agreement terminates pursuant to Section 3.1. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale entitled, from time to time, and pursuant by providing written notice to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of Company Stockholders whose Registrable Securities are registered under the Corporate Shares covered by such Shelf Registration Statement, to require such Company Stockholder to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In connection therewiththe event of a Blackout Period, the Corporate Manager willCompany shall deliver to such Company Stockholder a certificate signed by the chief executive officer, within 20 days after receipt the chief financial officer or the general counsel of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Company Stockholder, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration RequestStatement or the prospectus, or any document incorporated therein by reference, or file any other required document or financial statements, so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall promptly, not more than two (2) Business Days, provide written notice to the Company Stockholders whose Registrable Securities are registered under the Shelf Registration Statement of the expiration of any Blackout Period. (d) At any time that a Shelf Registration Request Statement is effective, if one or more Demanding Shareholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demanding Shareholder intends to (i) sell a Registrable Amount of Registrable Securities (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be sold by such Demanding Shareholder) on the Shelf Registration Statement in an Underwritten Offering or (ii) distribute Registrable Securities (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be distributed by such Demanding Shareholder) on the Shelf Registration Statement (each, a “Shelf Offering”), the Company shall, promptly, and in a manner reasonably agreed with such Demanding Shareholder(s) (and in any event within (i) five (5) Business Days after the receipt of a Take-Down Notice for any Marketed Underwritten Shelf Offering, (ii) two (2) Business Days after the receipt of a Take-Down Notice for any Non-Managing Members not Marketed Underwritten Shelf Offering and (iii) one (1) Business Day after receipt of a party Take-Down Notice for any other Shelf Offering, in each case, unless a longer period is agreed to by the Demanding Shareholder(s) representing a majority of the Registrable Securities that made the Take-Down Notice), amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be sold or distributed pursuant to the Registration Request offering Shelf Offering. The Demanding Shareholder(s) holding a majority of the Registrable Securities to them be sold or distributed in the Underwritten Offering shall have the right to include all select the underwriter(s) for any Underwritten Offering conducted pursuant to a Take-Down Notice (which shall consist of their Redemption Shares one or more reputable nationally-recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Demanding Shareholders may demand, pursuant to this Section 1.2(d), (i) in the Registration Statement. Notwithstanding the foregoingaggregate, the Corporate Manager not more than six (6) Shelf Offerings and (ii) not more than three (3) Shelf Offerings in any twelve (12)-month period. (e) The Company shall not be obligated to effect any Shelf Offering (A) within 60 days of an Underwritten Offering in which the Company Stockholders were offered “piggyback” rights pursuant to Section 1.1 (subject to Section 1.1(b)) and at least 80% of the number of Registrable Securities requested by the Company Stockholders to be included in such Underwritten Offering were included and sold or (B) within 60 days of the completion of any Shelf Offering. (f) In the event any Company Stockholder requests to participate in a registration pursuant to this Section 8.5 during 1.2 in connection with a Permitted Distribution in Kind, such registration shall provide for resale by such members, shareholders, partners or other direct or indirect holders of interests, if requested by the period starting Company Stockholder and subject to such members, shareholders, partners or other direct or indirect holders of interests providing such cooperation to the Company as would be required if such partners or members were Company Stockholders under this Agreement. Furthermore, the Company will assist with such Permitted Distribution in Kind in the manner reasonably requested by such Company Stockholder and in compliance with the date 45 days prior to Securities Act and the Corporate Manager’s estimated date of filing ofExchange Act, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orapplicable.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant On or prior to the Securities Act (a “Registration Request”)Filing Deadline, the Corporate Manager agrees to confidentially submit or Company shall prepare and file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such a Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for Statement covering the resale of all of the Redemption Shares issuable Registrable Securities not previously covered by an existing and effective Registration Statement for an offering to the Non-Managing Members participating in the Registration Request be made on a continuous basis pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided howeveror, that if Rule 415 is not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof available for offers and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders sales of the Corporate Shares covered Registrable Securities, by such Shelf Registration Statement. In connection therewith, other means of distribution of Registrable Securities as the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of Holders may reasonably specify (the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Initial Registration Statement”). In additionThe Initial Registration Statement shall be on F- 1 or S-1 (or such shorter registration form as may then be available to the Company), ifas may then be applicable to the Company, while a Registration Request is pending and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 8.52, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a continuous basis as a secondary offering on a single registration statement, the Corporate Manager has determined in good faith that Company agrees to promptly (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements inform each of the Commission applicable to the requested registration (notwithstanding Holders thereof and use its commercially reasonable efforts to so complyfile amendments to the Initial Registration Statement as required by the Commission to permit offers and sales of the Registrable Securities pursuant to the Initial Registration Statement, or (ii) orwithdraw the Initial Registration Statement and file one or more new registration statements (together, the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on the applicable form; provided, however , that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation 612.09 with respect to the Securities Act Rule 415, dated Jan. 26, 2009, compiled by the Commission’s Division of Corporation Finance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement or the Placing Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by holders of Warrant Shares (applied, in the case that some Warrant Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Warrant Shares held by such Holders), and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares and Warrant Shares held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on the applicable form (the “Remainder Registration Statements”).

Shelf Registration Statement. Upon In connection with the written request by Non-Managing Members holding Member Units Shelf Registration Statement, the Issuers and the Guarantors shall: (i) comply with respect all the provisions of Section 6(c) below and use all of their respective commercially reasonable efforts to which an aggregate effect such registration to permit the sale of at least 1,000,000 Corporate Shares may be issued upon redemption the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuers pursuant to Section 8.4 (“Redemption Shares”4(b) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”hereof), and pursuant thereto the Corporate Manager agrees to confidentially submit or Issuers and the Guarantors will prepare and file with the Commission as soon as reasonably practicable following a Registration Statement relating to the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities Act then available in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and (ii) issue, upon the request of any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement; provided that such Holder provides all documentation reasonably requested by the Issuers in connection with such issuance, Exchange Notes having an aggregate principal amount equal to the Corporate Manager providing aggregate principal amount of Initial Notes sold pursuant to the Shelf Registration Statement and surrendered to the Issuers for cancellation; the resale Issuers shall register Exchange Notes on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the purchaser(s) of all securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate. (iii) At any time after the effectiveness of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that if Issuers determine in good faith for valid business reasons not more than two such registrations may occur each year. Except as provided in this Section 8.5to disclose the existence of or facts surrounding any proposed or pending material corporate transaction or other material development involving the Issuers or the Guarantors, the Corporate Manager Issuers may allow the Shelf Registration Statement to fail to be effective or the Prospectus contained therein to be unusable as a result of such nondisclosure for up to forty-five (45) days in any three-month period or ninety (90) days in any year during the two-year period of effectiveness required by Section 4 hereof and no Additional Interest shall use its best efforts to cause become payable by the Issuers or the Guarantors as a result of any such Shelf Registration Statement failing to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep any such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration Prospectus being unusuable pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”6(b)(iii). In addition, if, while Upon the occurrence of a Registration Request is pending pursuant to this Section 8.5transaction or development described above, the Corporate Manager has determined Issuers shall notify the Holders as promptly as practicable and, if requested by such Holders, confirm such notice in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orwriting.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant The Holder hereby requests that General Motors, and General Motors shall, subject to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant 2.8 hereof, use commercially reasonable efforts to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or prepare and file with the Commission SEC and have declared effective as soon promptly as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement (the "Shelf Registration Statement") on Form S-1 or such other form S-3 under the Securities Act then available relating to the Corporate Manager providing for offer and sale by the resale Holder at any time and from time to time on a delayed or continuous basis in accordance with Rule 415, through such method or methods of distribution as the Holder shall select, and in accordance with this Agreement, but only after August 19, 2000, of all of the Redemption Registrable Securities, and, subject to Sections 2.8 and 3.2, General Motors shall use commercially reasonable efforts to keep the Shelf Registration Statement effective under the Securities Act for so long as permitted by Rule 415 or, if earlier, until the earlier of the time when no Holder owns any Registrable Securities or the second anniversary of the date hereof. In the event the Shelf Registration Statement cannot be kept effective for such period, General Motors shall, subject to Sections 2.8 and 3.2 hereof, use commercially reasonable efforts to prepare and file with the SEC and have declared effective as promptly as practicable another registration statement on the same terms and conditions as the initial Shelf Registration Statement and such registration statement shall be considered the Shelf Registration Statement for purposes hereof. General Motors shall supplement and amend the Shelf Registration Statement to include therein any securities other than the Shares issuable that become Registrable Securities or to reflect changes in the manner of distribution reasonably requested by the Holder. It is understood and agreed that General Motors may also register for public offering and sale pursuant to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that initially or by amendment, securities other than Registrable Securities, but in doing so shall not more than two such registrations may occur each year. Except as provided in this Section 8.5, limit or expand any Holder's rights hereunder (including any limitation arising by application of applicable rules under the Corporate Manager shall use its best efforts Securities Act with respect to cause Registrable Securities sold pursuant to such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for any Person other than a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”Holder). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or.

Shelf Registration Statement. Upon (a) As soon as practicable but no later than sixty (60) Business Days after the written request later of (x) the first anniversary of the date hereof or (y) the first date upon which the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form which permits incorporation of substantial information by Non-Managing Members holding Member Units reference to other documents filed by the Company with respect to which an aggregate the Commission (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)such registration statement, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such registrations filing) on a delayed or continuous basis (and which may occur each year. Except as provided in this Section 8.5, also cover any other securities of the Corporate Manager Company) and shall use its best commercially reasonable efforts to cause have such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission as soon as reasonably practicable after that the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 dayswill not be “reviewed” or will not be subject to further review. Any Such Shelf Registration Statement shall provide for the resale from time to time, and of the Registrable Securities included therein pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing ofto, and ending on a date 180 days following the effective date ofreasonably requested by, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”)any Holder named therein. In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding The Company shall use its commercially reasonable efforts to so complymaintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. (b) Subject to Section 2.3 and Section 2.4, at any time after the effectiveness of the Shelf Registration Statement, the Demanding Holders may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate an aggregate of two (2) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities, which number of Shelf Underwritings that the Company shall be required to facilitate shall be reduced by the number of any Demand Registrations pursuant to subsection 2.1.2; provided, however, that, in each case, a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant Subject to the Securities Act (a “Registration Request”following paragraphs of this Section 3(a), on or after the Corporate Manager agrees Exchange Period Start Date, any Holder or Holders of Registrable Securities shall have the right to confidentially submit or request that the Company to use its reasonable best efforts to (i) file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager as promptly as practicable, but not later than 60 days after such Holders’ request, a “shelf” registration statement providing for the resale registration of, and the sale on a continuous or delayed basis by such Holders of, all or a portion of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request such Holders’ Registrable Securities pursuant to Rule 415 from time to time or any similar rule that may be adopted by the SEC (such filing, a “Shelf Registration” and such registration statement, a “Shelf Registration Statement”); , in each case by delivering a Demand Notice, provided however, that (A) the aggregate outstanding principal amount of the Registrable Securities being so registered shall represent not more less than two such registrations may occur each year. Except as provided in 15% of the aggregate outstanding principal amount of all Securities and (B) the Company shall not be obligated to file a Shelf Registration Statement relating to any Demand Notice under this Section 8.53(a) within a period of 180 days after the Effective Time of any other Registration Statement relating to any Demand Notice under Section 3(a) or Section 3(b), and (ii) supplement or make amendments to the Corporate Manager shall use its best efforts Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to cause the registration form used by the Company for such Shelf Registration Statement to be declared effective or by the Commission as soon as reasonably practicable after the initial submission Securities Act or filing thereof rules and regulations thereunder for shelf registration, and to keep furnish to each Holder electing to participate in such Shelf Registration Statement effective copies of any such supplement or amendment promptly following its filing with the SEC. Within 10 days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company shall give written notice of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 3(d) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such notice is given by the Company to such Holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Shelf Registration Statement with respect to any Demand Registration for a period of at least 180 days. Any Shelf Registration Statement shall provide for six months after the resale from time to time, and pursuant to any customary method Effective Time thereof or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares such shorter period during which all Registrable Securities covered by such Shelf Registration Statement. In connection therewith, Statement have actually been sold; provided that such period shall be extended for a period of time equal to the Corporate Manager will, within 20 days after receipt period any Holder of Registrable Securities refrains from selling any securities included in such Registration Request, provide written notice Statement at the request of the Registration Request Company or an underwriter of the Company pursuant to the Non-Managing Members not a party to the Registration Request offering to them the right to include all provisions of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orAgreement.

Shelf Registration Statement. Upon (a) From and after the written request by Nonexpiration of the First Step Restricted Period (subject, as applicable, to the Pre-Managing Members holding Member Units with respect Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to which an aggregate the terms and conditions hereof, and further subject to the availability of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 a registration statement on Form S-3 or any successor form thereto (“Redemption SharesForm S-3”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act Company, any of the Demand Shareholders may by written notice delivered to the Company (a the “Registration RequestShelf Notice”), ) require the Corporate Manager agrees Company to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available practicable, and to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the initial submission or filing thereof Securities Act relating to the offer and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale sale, from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders amount of the Corporate Shares covered Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (the “Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In additionTo the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), if, while the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Within ten (10) days after receipt of a Registration Request is pending Shelf Notice pursuant to this Section 8.55.3(a), the Corporate Manager has determined Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in good faith that the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidentialShelf Registration Statement has been declared effective; (ii) the Corporate Manager then is unable date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to comply with requirements be Registrable Securities; and (iii) the date on which the holders of Registrable Securities, in the aggregate, no longer hold Registrable Securities that represent at least 2.0% of the Commission Total Voting Power; provided, that the Company’s obligations under this Section 5.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Demand Shareholders (taking into account the time periods described in Section 5.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to the requested registration a Demand Registration (notwithstanding its commercially reasonable efforts to so complyi.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) orand Section 5.1(g).

Shelf Registration Statement. Upon Each of the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 Issuer and the Guarantors will use its best efforts to: (“Redemption Shares”A) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such SEC a Registration Request Statement for an offering to be made on a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request continuous basis pursuant to Rule 415 from time to time covering all of the Transfer Restricted Securities (a “the "Shelf Registration Statement”"); provided however, that not more than two such registrations may within 90 days of the earliest to occur each year. Except as provided of clauses (i) through (v) in this Section 8.5, 2(c) above and (B) cause the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable SEC on or prior to the 180th day after such obligation arises; provided, however, that if the initial submission or filing thereof Issuer and to keep such the Guarantors file a Shelf Registration Statement effective for a period pursuant to this Section 3(a), they need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and they may satisfy their obligations to register the Original Securities pursuant to this Agreement either by complying with Section 2 and/or Section 3. If the Issuer and the Guarantors shall not have yet filed an Exchange Offer Registration Statement, each of at least 180 daysthe Issuer and the Guarantors shall use its best efforts to file with the SEC the Shelf Registration Statement on or prior to the Filing Date. Any The Shelf Registration Statement shall provide be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the resale from time to time, and pursuant to any customary method manner or combination of customary methods legally available manners designated by them (including, without limitation, one or more underwritten offerings), or may be an underwritten offeringamendment to the Exchange Offer Registration Statement. The Issuer and the Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. Each of the Issuer and the Guarantors shall use its best efforts to keep the Shelf Registration Statement continuously effective, a direct sale supplemented and amended to purchasers or a sale through brokers or agents) ensure that it is available for resales of Original Securities by the holders of the Corporate Shares covered by Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement. In connection therewithStatement conforms and continues to conform with the requirements of this Agreement, the Corporate Manager willSecurities Act and the policies, within 20 days after receipt of any Registration Request, provide written notice rules and regulations of the Registration Request SEC, as announced from time to time, until the second anniversary of the Issue Date, subject to extension pursuant to the Non-Managing Members not a party to last paragraph of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending when all Transfer Restricted Securities covered by the Shelf Registration Request offering to them the right to include all of their Redemption Shares Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement. Notwithstanding Statement or when the foregoing, the Corporate Manager shall not be obligated to effect a registration Transfer Restricted Securities become eligible for resale pursuant to this Section 8.5 during Rule 144 under the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing ofSecurities Act without volume restrictions, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orif any.

Shelf Registration Statement. Upon The Company shall prepare and, not later than the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)Required Filing Date, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager and thereafter shall use its best efforts to cause to be declared effective under the Securities Act not later than the end of the Exchange Offer Registration Period or, if the Registered Exchange Offer is not consummated, seventy-five (75) days after the Required Filing Date a registration statement or statements (each, a "Shelf Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of Transfer Restricted Securities by such Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Purchaser or such Holders and permitted by Rule 415 promulgated under the Securities Act, as set forth in the Shelf Registration Statement (hereinafter, the "Shelf Registration"); provided, however, that such Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it registered under such Shelf Registration Statement only if (i) such Holder agrees in writing to be declared effective bound by all the Commission as soon as provisions of this Agreement applicable to such Holder, (ii) agrees to sell such Securities on the basis reasonably practicable after provided in the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period and (iii) promptly upon the request of at least 180 days. Any the Company furnishes to the Company in writing all information regarding such Holder as is required to be included in the Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination applicable law and completes and returns all other questionnaires, powers of customary methods legally available (includingattorney, without limitationindemnities, an underwritten offeringunderwriting agreements, a direct sale to purchasers or a sale through brokers or agents) by lock-up letters and other documents reasonably requested under the holders terms of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orunderwriting arrangements.

Shelf Registration Statement. Upon Not later than one hundred and twenty (120) days after the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)date hereof, the Corporate Manager agrees to confidentially submit or Company shall file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such a Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager Statement providing for the resale of all sale by the Holders (or their donees, pledgees, transferees or other successors-in-interest) of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each yearHolders' Registrable Securities. Except as provided in this Section 8.5, the Corporate Manager shall The Company will use its best reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable within two hundred forty (240) days after the initial submission or filing thereof and date hereof. The Company agrees to use its best efforts to keep such Shelf the Registration Statement continuously effective with respect to all Registrable Securities of such Holder or Holders for a period expiring on the earlier of at least 180 days. Any Shelf Registration Statement shall provide for (x) the resale from time to time, and date on which all of such Holder's Registrable Securities have been sold pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering Statement, and (y) when all Registrable Securities may be resold pursuant to them the right Rule 144 without any volume or manner of sale limitations, and further agrees during such period to include all of their Redemption Shares in supplement or amend the Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act or by any other rules and regulations thereunder for a shelf registration to the extent necessary to ensure that it is available for resales by the Holder of the Registrable Securities (or, if necessary, file a new Registration Statement providing for the sale by the Holders (or their donees, pledgees, transferees or other successors-in-interest) of the Holders' Registrable Securities). Notwithstanding the foregoing, the Corporate Manager Company shall not be obligated permitted to effect a registration pursuant to this Section 8.5 during suspend the period starting with use of any then effective Registration Statement if the date 45 days prior Chief Executive Officer or the Chief Financial Officer of the Company certifies to the Corporate Manager’s estimated date Holders in writing of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing existence of circumstances relating to a registration statement could jeopardize material pending development, including the need to update or delay any modify financial information or a pending or contemplated material acquisition or merger or other material transaction or event, which would require additional disclosure by the disclosure Company in the Registration Statement of previously non-public material information that which the Corporate Manager had Company in its good faith judgment has a bona fide business purpose for preserving as confidential; keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, or (ii) the Corporate Manager then unavailability of financial statements required by such form of Registration Statement as the Company is unable eligible to comply with requirements use; provided, however, that the Company may not delay, suspend or withdraw a Registration Statement more than ninety (90) days in the aggregate during any period of twelve (12) consecutive months pursuant to this Section 2(a); and provided, further, that the Commission Holders acknowledge and accept that in addition to the 90-days referenced above, they may not be permitted to sell their Registrable Securities even after such a Registration Statement is filed and effective, due to any restrictions under applicable securities laws, including as a result of any "blackout" periods adopted by the Company and applicable to the requested registration Company's directors, any Holdback Periods or periods imposed by the SEC due to the SEC's review following a required post-effective amendment to such Registration Statement (notwithstanding collectively, "Other Permitted Restrictions"). The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder. If, as a result of applicable law or based upon comments received by the Commission, all of the Registrable Securities to be included in the Registration Statement cannot be so included (a "Cutback"), then the Company shall only include in the Registration Statement the number of Registrable Securities permitted to be so included (reduced pro rata) and the Company shall thereafter prepare and file additional Registration Statements as soon as permitted to register for resale any Registrable Securities previously omitted from the Registration Statement and any such failure to register for resale any such Registrable Securities due to a Cutback shall not count towards the 90-day period referenced above. The Company understands and agrees that the effectiveness of the Registration Statement may be required to be maintained for greater than three (3) years. Notwithstanding anything herein to the contrary, if, for any reason, a Registration Statement is not in effect after two hundred and forty (240) days from the date hereof (other than for the reasons set forth in this Section 2(a) or because such Registration Statement has not been declared effective by the Commissions despite the Company's best efforts, provided that the Company shall continue its commercially reasonable best efforts to so complyhave the Registration Statement declared effective as soon as possible), each Holder shall, subject to Section 2(d) orin the case of an underwritten offering, have the right to require the Company to register under the Securities Act all or part of the Registrable Securities.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon 2.1.1 As promptly as reasonably practicable following the Corporate Manager’s receipt of such Closing but in any event within fifteen (15) days following the Closing, the Corporation shall (i) prepare and file with the Commission a Registration Request a shelf registration statement on Form S-1 or such other form under Statement (the Securities Act then available to the Corporate Manager providing “Shelf Registration Statement”) that provides for the resale of all of the Redemption Shares Registrable Securities then held by or issuable to the Non-Managing Members participating Holders (including any Registrable Securities that any Holder may be entitled to receive upon any Exchange (as defined in the Registration Request Exchange Agreement) of any Class B Units in accordance with the terms and subject to the conditions set forth in the Exchange Agreement) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 from time to time under the Securities Act or any successor rule thereto and (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall ii) use its reasonable best efforts and act in good faith to cause such the Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter (the date the Shelf Registration Statement is declared effective by the Commission being the “Shelf Effective Date”), but in any event not later than the earlier of (a) forty-five (45) days (or ninety (90) days if the Commission notifies the Corporation that it will “review” the Registration Statement) after the initial submission Closing and (b) the fifth (5th) Business Day after the date the Corporation is notified (orally or filing thereof in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review. The plan of distribution contained in a Shelf Registration Statement (or related Shelf Supplement) shall be in the form attached as Exhibit A hereto, unless otherwise determined by the Holders. The Corporation shall prepare and file with the Commission such amendments, post-effective amendments and supplements, including Shelf Supplements, to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities subject thereto for a period ending on the earlier of thirty-six (36) months after effective date of such Registration Statement and the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to such Registration Statement or cease to be Registrable Securities. 2.1.2 At any time that the Shelf Registration Statement effective for is effective, if a period Holder of at least 180 days. Any Registrable Securities covered by the Shelf Registration Statement delivers a notice to the Corporation (a “Shelf Takedown Notice”) stating that the holder intends to effect an offering of all or part of its Registrable Securities included in the Shelf Registration Statement (a “Shelf Takedown”) and the Corporation is eligible to use the Shelf Registration Statement for such Shelf Takedown, then the Corporation shall provide for take all actions reasonably required, including amending or supplementing (a “Shelf Supplement”) the resale from time Shelf Registration Statement, to time, enable such Registrable Securities to be offered and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered sold as contemplated by such Shelf Registration StatementTakedown Notice. In connection therewithEach Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Except as set forth in subsections 2.1.3 and 2.1.4, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager Corporation shall not be obligated to effect requests set forth in a registration pursuant Shelf Takedown Notice through an Underwritten Offering. 2.1.3 A majority-in-interest of the Holders initiating any Shelf Takedown shall have the right to this Section 8.5 during demand an offering in the period starting with form of an Underwritten Offering if the date 45 days gross proceeds of such offering is reasonably expected to exceed $25,000,000 in the aggregate. If any Shelf Takedown is an Underwritten Offering, the holders of a majority of the Registrable Securities participating in such Underwritten Offering shall have the right to select the managing Underwriter or Underwriters to administer the offering related to such Shelf Takedown, subject to the consent of the Corporation, which consent shall not be unreasonably withheld. 2.1.4 If a Holder of Registrable Securities wishes to engage in an underwritten block trade off a Shelf Registration Statement (a “Block Trade”), then such Holder shall notify the Corporation of such Block Trade not less than five (5) Business Days prior to the Corporate Manager’s estimated day such offering is to commence. The Corporation shall use its reasonable best efforts to facilitate and consummate such offering (which may close as early as three (3) Business Days after the date of filing of, it commences); provided that the Holder shall use its reasonable best efforts to work with the Corporation and ending on a date 180 days following the effective date of, a registration statement pertaining Underwriters prior to an underwritten public offering of Corporate Shares for the account making such request in order to facilitate preparation of the Corporate Manager (an “IPO Registration Statement”), Prospectus and other offering documentation related to the Block Trade. In additionThe Corporation shall, ifat the request of the Holder, while a Registration Request is pending pursuant file any prospectus supplement or any post-effective amendments and otherwise take any reasonable action necessary to this Section 8.5include therein all disclosure and language deemed necessary or advisable by the Holder to effect such Block Trade. A Holder of Registrable Securities shall be entitled to engage in underwritten Block Trades without any limitation based on the expected proceeds of such transaction; provided, however, that the Corporate Manager has determined in good faith that applicable Holder(s) shall (i) be entitled to two underwritten Block Trades representing gross proceeds of less than $25,000,000 each under this Agreement with all reasonable fees and expenses paid for by the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving Corporation as confidential; otherwise set forth herein and (ii) to the Corporate Manager then is unable to comply with requirements extent that, in any period of twelve (12) consecutive months there are more than two (2) underwritten Block Trades representing gross proceeds of less than $25,000,000, the applicable Holder(s) shall reimburse the Corporation for the reasonable fees and expenses of the Commission applicable to Corporation’s independent registered public accountants and counsel for the requested registration (notwithstanding its commercially reasonable efforts to so comply) orCorporation incurred in connection with any such additional underwritten Block Trades.

Shelf Registration Statement. Upon (a) If (i) because of any change in law or in applicable interpretations thereof by the written request staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Non-Managing Members holding Member Units Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 180 days of the date of this Agreement, (iii) Lazard so requests with respect to which the Notes (or the Private Exchange Notes) not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an aggregate Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradable Exchange Notes on the date of the exchange, the Company shall take the following actions: (i) The Company shall use its reasonable best efforts, at least 1,000,000 Corporate Shares may be issued upon redemption its cost, as promptly as practicable (but in no event more than the later of (i) 60 days after the Issue Date and (ii) 30 days after so required or requested pursuant to this Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”2), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request and thereafter shall use its reasonable best efforts to cause to be declared effective a shelf registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on Form S-1 or such other an appropriate form under the Securities Act then available relating to the Corporate Manager providing for the resale of all offer and sale of the Redemption Shares issuable to Transfer Restricted Notes (as hereinafter defined) by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Holders thereof from time to time (a “in accordance with the methods of distribution set forth in the Shelf Registration Statement”Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided provided, however, that not more no Holder (other than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager Owner Trustee and Lazard) shall use its best efforts be entitled to cause such Shelf Registration Statement to be declared effective have the Securities held by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares it covered by such Shelf Registration StatementStatement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder (including certain indemnification obligations). (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement have been sold pursuant thereto or can be sold pursuant to Rule 144(k) thereof. In connection therewithSubject to Section 6(b), the Corporate Manager willCompany shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided, however, that the Company shall not be deemed to have voluntarily taken any such action if it enters, in good faith, into negotiations concerning, or executes and delivers any agreement or other document relating to, any business combination, acquisition or disposition. (iii) Notwithstanding any other provision of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) No Holder of Securities may include any of its Securities in the Shelf Registration Statement unless such Holder furnishes to the Company in writing, within 20 10 business days after receipt of any Registration Request, provide written notice of a request therefor (which initial request shall be made within 40 days after the Registration Request Issue Date to the Non-Managing Members Holders of record on a date not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 more than 5 days prior to such request), such information and representations and warranties as the Corporate Manager’s estimated date Company may reasonably request for use in connection with the Shelf Registration Statement or prospectus or preliminary prospectus included therein. No Holder of filing ofSecurities shall be entitled to Special Interest, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.56 hereof, if such Holder's Securities are excluded from the Corporate Manager has determined Shelf Registration Statement because such Holder failed to furnish the Company in good faith that (i) writing such information and representations and warranties reasonably requested by the filing of a registration statement could jeopardize Company for use in connection with the Shelf Registration Statement or delay any contemplated material transaction prospectus or would require preliminary prospectus included therein. Each Holder as to which the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then Shelf Registration Statement is unable being effected agrees to comply with requirements of the Commission applicable furnish promptly to the requested registration (notwithstanding its commercially reasonable efforts Company all information required to so comply) orbe disclosed in order to make the information previously provided to the Company by such Holder not misleading.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”a) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)The Company shall prepare and file, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager and shall use its best commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after SEC by no later than the initial submission last day of the Restricted Period, a registration statement (the “Shelf Registration Statement”) under Rule 415 of the Securities Act covering all the Registrable Securities held by, or filing thereof issuable upon conversion of the Notes held by, all Holders who have delivered to the Company the information requested by the Company pursuant to Section 8.5, and to the Company shall keep such Shelf Registration Statement effective for until the earlier of (i) the date on which no Registrable Securities remain outstanding, (ii) the date on which all the Registrable Securities have been sold or may be sold without volume restrictions pursuant to Rule 144(k) of the Securities Act (or any similar provision then in force) or (iii) the date which is five years after the date of this Agreement or, if payment of the Note is to be made by the Company at the Final Maturity Date (as defined in the Note) in Ordinary Shares, 180 days after such five-year date. The Holders will only offer and sell Registrable Securities in a period transaction that is covered by the plan of at least 180 days. Any distribution specified in the Shelf Registration Statement shall or is exempt from registration under the Securities Act. (b) Each Holder shall, to the extent practicable, endeavor to provide for the resale from time Company with reasonable prior written notice to time, and the Company of its intention to sell Registrable Securities under the Shelf Registration Statement so that the Company can determine if it needs to deliver a Suspension Notice pursuant to any customary method Section 8.6(a) hereof or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by supplement the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewithSuch notice by the Holder shall in any event be provided not less than one (1) business day prior to such Holder effecting any such sale. The Holders may provide such notice by sending an email to each of the representatives of the Company identified by the Company from time to time by written notice to the Purchasers (which shall always include no fewer than three (3) such representatives) no later than 4:00 p.m. Pacific Time on any business day, which notice may contemplate possible sales by the Holder over a period of time not to exceed one (1) week and which is not required to specify the number of Registrable Securities proposed to be sold, the Corporate Manager will, within 20 days after receipt method of any Registration Request, provide written distribution or the proposed purchaser. The delivery of notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration Company pursuant to this Section 8.5 during 8.1(b) will not obligate the period starting with Holder to make any proposed sales. (c) At the date 45 days prior to request of the Corporate Manager’s estimated date of filing ofHolders, and ending on a date 180 days following the effective date of, a registration statement pertaining to Shelf Registration Statement may involve an underwritten public offering or any other plan of Corporate Shares for distribution desired by the account Holders, provided that the minimum aggregate sales price of the Corporate Manager (an “IPO Registration Statement”)Registrable Securities proposed to be sold in such underwritten offering shall be equal to or greater than $100 million. In addition, if, while a Registration Request is pending the event of an underwritten offering pursuant to this Section 8.58.1, the Corporate Manager has determined in good faith that (iinvestment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the filing Holders of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements majority of the Commission applicable Registrable Securities that have been registered pursuant to the requested registration (notwithstanding its commercially reasonable efforts Shelf Registration Statement; provided, however, that such investment banker(s), underwriter(s) and manager(s) shall be reasonably satisfactory to so comply) orthe Company.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect (a) The Company: (A) shall cause to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file filed with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on Form S-1 or such other an appropriate form under the Securities Act then available Act, relating solely to the Corporate Manager providing for the resale offer and sale of all of the Redemption Shares issuable to Registrable Securities by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager B) shall use its best efforts to cause have such Shelf Registration Statement to be declared effective by the Commission SEC as soon as reasonably practicable after thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the initial submission or filing thereof and Initial Holders) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep such the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities at all times (except during a General Blackout Period), beginning on the effective for a period date of at least 180 days. Any the Shelf Registration Statement shall provide for and ending on the resale from time to time, and pursuant to any customary method or combination earlier of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agentsi) by the holders date on which all of the Corporate Shares Registrable Securities covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not may be obligated to effect a registration sold pursuant to this Section 8.5 during Rule 144(k) under the period starting with the date 45 days prior to the Corporate Manager’s estimated date Securities Act (or any successor provision having similar effect) without any volume, manner of filing ofsale or other restrictions, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to comply with requirements the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Commission applicable Registration, of counsel for the Company satisfactory to the requested Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration (notwithstanding statement. The Company shall be deemed not to have used its commercially reasonable best efforts to so complykeep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) orIf at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units (a) The Company shall, at its expense, use its commercially reasonable efforts to cause a Shelf Registration Statement with respect to which an aggregate resales of at least 1,000,000 Corporate Shares may be shares of Common Stock issued upon redemption conversion of shares of Series B Convertible Preferred Stock that are Transfer Restricted Securities by each Holder from time to time on a delayed or continuous basis pursuant to Section 8.4 Rule 415 (“Redemption Shares”or any similar provisions then in force) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)be prepared, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form filed and declared effective under the Securities Act then available by February 28, 2016. (b) The Company shall, at its expense, use its commercially reasonable efforts to cause a Shelf Registration Statement with respect to resales of shares of Series B Convertible Preferred Stock (including, for purposes of registering the Corporate Manager providing for the resale sale of all such Preferred Stock only, shares of the Redemption Shares Common Stock issuable upon conversion of such Preferred Stock) that are Transfer Restricted Securities by each Holder from time to the Non-Managing Members participating in the Registration Request time on a delayed or continuous basis pursuant to Rule 415 from time (or any similar provisions then in force) to time (be prepared, filed and declared effective under the Securities Act by February 28, 2016. If eligible, the Company may satisfy the requirement to file a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in Statement pursuant to this Section 8.5, 2(b) by registering for resale the Corporate Manager Series B Convertible Preferred Stock on the Shelf Registration Statement required to be filed under Section 2(a) above. (c) The Company shall use its best commercially reasonable efforts to cause name each Holder of Transfer Restricted Securities as a selling shareholder in each Shelf Registration Statement at the time of its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to be declared effective furnish to the Company such information (including, but not limited to, by completing questionnaires within a reasonable timeframe established by the Commission Company) regarding the Holder and the proposed distribution of such Transfer Restricted Securities as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale may, from time to time, be required by the Securities Act and/or the SEC or any other federal or state governmental authority, and pursuant the obligations of the Company to any customary method or combination Holder under this Agreement shall be expressly conditioned on the timely compliance of customary methods legally available such Holder with such request. (includingd) After a Shelf Registration Statement has become effective, without limitationthe Company shall, an underwritten offeringupon the request of any Holder of Transfer Restricted Securities, use its commercially reasonable efforts to promptly prepare and file with the SEC (x) a direct sale supplement to purchasers or the Prospectus or, if required by applicable law in order to cause a sale through brokers or agents) by Holder to be named as a selling shareholder in the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request a post-effective amendment to the NonShelf Registration Statement (a “Seller Post-Managing Members not Effective Amendment”) and (y) any other document required by applicable law, so that the Holder is named as a party to the Registration Request offering to them the right to include all of their Redemption Shares selling shareholder in the Shelf Registration StatementStatement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the Company files a Seller Post-Effective Amendment, it shall use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable. Notwithstanding the foregoingforegoing requirement above, the Corporate Manager Company shall not be obligated to effect file more than one Seller Post-Effective Amendment in any fiscal quarter. (e) (i) The Company shall use its commercially reasonable efforts, subject to Section 2(e)(ii), to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a registration part thereof to be usable, subject to Sections 2(c) and 2(d), by all Holders until all Transfer Restricted Securities (A) have been transferred pursuant to this Section 8.5 during the period starting a Shelf Registration Statement or another registration statement covering such Transfer Restricted Securities which has been filed with the date 45 days prior SEC pursuant to the Corporate Manager’s estimated date of filing ofSecurities Act, and ending on a date 180 days following the effective date of, a in either case after such registration statement pertaining has become effective and while such registration statement is effective under the Securities Act, (B) have been transferred pursuant to an underwritten public offering of Corporate Shares for Rule 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the account of Securities Act or otherwise, is removed, (C) may be sold or transferred without restriction under Rule 144 or (D) have ceased to be outstanding (in any such case, such period being called the Corporate Manager (an “IPO Shelf Registration StatementPeriod”). In additionThe Company will (x) subject to Sections 2(c) and 2(d), ifuse its commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, while a Registration Request is pending subject to Section 2(e)(ii), (y) subject to Sections 2(c) and 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to this Section 8.5Rule 424 (or any similar provisions then in force) under the Securities Act and (z) comply in all material respects with the provisions of the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period. (ii) Notwithstanding anything herein to the contrary, the Corporate Manager has Company may suspend the filing or use of the Shelf Registration Statement or any Prospectus, if the Company shall have determined in good faith that because of valid business reasons, including without limitation any proposal or plan of the Company or any of its subsidiaries to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the SEC, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement until such Holder is advised in writing that the Prospectus may be used, which notice the Company agrees to provide promptly following the lapse of the event or circumstances giving rise to such suspension). Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus (including the fact of the suspension), except as required by applicable law. (f) Notwithstanding anything herein to the contrary, the Company shall not be required to file a Shelf Registration Statement that pursuant to (i) any written or oral guidance, comments, requirements or requests of the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; SEC staff and (ii) the Corporate Manager then is unable Securities Act, would be deemed to comply with requirements constitute a primary offering of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orsecurities by it.

Shelf Registration Statement. Upon (a) The Company agrees to file with the written request by Non-Managing Members holding Member Units with respect SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption made on a continuous basis pursuant to Section 8.4 Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the “Redemption SharesShelf Registration Statement”) requesting ). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use all of such Non-Managing Members’ Redemption Shares reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such filing thereof, and to keep each Shelf Registration Request a shelf registration statement on Form S-1 or such other form Statement continuously effective under the Securities Act then available to for two years after the Corporate Manager providing for the resale of date on which all of the Redemption Shares issuable Notes (including any Additional Notes) are sold by the Company to the Non-Managing Members participating in Initial Purchasers (including any New Holders) (the “Effectiveness Period”), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding. No later than the second Business Day after each Shelf Registration Request Statement becomes effective, the Company shall file with the SEC the Prospectus included therein pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or424.

Shelf Registration Statement. Upon (a) The Company agrees to file with the written request by Non-Managing Members holding Member Units with respect SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption made on a continuous basis pursuant to Section 8.4 Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (“Redemption Shares”) requesting such Registration Statement or Statements, collectively, the "SHELF REGISTRATION STATEMENT"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of all such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of such Non-Managing Members’ Redemption Shares a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to use all reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act, subject to Section 2(d) hereof, for a period two years after the date on which all of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time Transfer Restricted Securities are sold to time, and the Initial Purchasers (including those sold pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request option granted to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares Initial Purchasers in the Registration Statement. Notwithstanding Purchase Agreement) (the foregoing"EFFECTIVENESS PERIOD"), the Corporate Manager shall not or such shorter period ending when there cease to be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orTransfer Restricted Securities outstanding.

Shelf Registration Statement. Upon The Company agrees (subject to Section 1.2 hereof), within forty-five (45) days after the written Effective Time (as defined in the Merger Agreement), to file, without any request by Non-Managing Members holding Member Units or any other action on the part of the Stockholders, with respect the Securities and Exchange Commission ("SEC") a registration statement for an offering to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption made on a continuous basis pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to Rule 415 under the Securities Act (a “Registration Request”the "Shelf Registration"), covering all of the Corporate Manager agrees Registrable Shares (the "Registration Statement"; and the related prospectus (including any preliminary prospectus) is referred to confidentially submit as the "Prospectus"). The Registration Statement and Prospectus (and any other form or file document required to be filed in connection with the Commission exercise of the Registration Rights) shall be on the appropriate form, reasonably satisfactory to the Stockholders or, in the case of an underwritten offering, reasonably satisfactory to the Stockholders and the underwriter, and shall otherwise comply as soon as reasonably practicable following to form in all material respects with the Corporate Manager’s receipt requirements of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to and the Corporate Manager providing rules and regulations promulgated thereunder, permitting registration of such Registrable Shares for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating by each Stockholder in the Registration Request pursuant manner or manners designated by it. The Company agrees (subject to Rule 415 from time Section 1.2 hereof) to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf the Registration Statement to be declared effective by the Commission SEC as soon as reasonably practicable after the initial submission or filing thereof and will notify each Stockholder when such Registration Statement has become effective. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep such Shelf the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for a that purpose) during the period of at least 180 days. Any Shelf from the date that the Registration Statement is declared effective by the SEC until the earlier of (i) the date on which the Stockholders shall provide for have sold all of the resale from time Registrable Shares, (ii) the date on which all of the Registrable Shares are eligible to timebe sold or transferred under Rule 144 without holding period or volume limitations, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agentsiii) by 36 months after the holders of the Corporate Shares covered by Effective Time (such Shelf Registration Statement. In connection therewithperiod, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request "Effective Period"). Upon seeking to the Non-Managing Members not a party offer and sell its Registrable Shares pursuant to the Registration Request offering Statement, each Stockholder agrees to them provide in a timely manner information regarding the right to include all proposed distribution by such Stockholder of their Redemption the Registrable Shares and such other information reasonably requested by the Company in connection with the preparation of and for the inclusion in the Registration Statement. Notwithstanding The Company agrees to provide to each Stockholder the foregoing, number of copies of the Corporate Manager final Prospectus and any amendments or supplements thereto as are reasonably requested by such Stockholder. The Company shall not promptly notify the Stockholders of any threatened stop order by the SEC or if the Registration Statement ceases to be obligated to effect a registration pursuant to this Section 8.5 effective for any reason at any time during the period starting with Effective Period (other than because of the date 45 days prior to sale of all of the Corporate Manager’s estimated date of filing ofsecurities registered thereunder or as permitted by Section 1.2 hereof), and ending on a date 180 days following the effective date of, a registration statement pertaining Company shall use its best efforts and take all reasonable actions required to an underwritten public offering prevent the entry of Corporate Shares for such stop order or to obtain the account prompt withdrawal of any order suspending the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) oreffectiveness thereof.

Shelf Registration Statement. Upon In connection with the written request by Non-Managing Members holding Member Units Shelf Registration Statement, the Escrow Issuer (and, after the Merger, the Company and the Guarantors) shall: (i) comply with respect all applicable provisions of Section 6(c) below and use their respective commercially reasonable efforts to which an aggregate effect such registration to permit the sale of at least 1,000,000 Corporate Shares may be issued upon redemption the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Escrow Issuer (or, after the Merger, the Company) pursuant to Section 8.4 (“Redemption Shares”4(b) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”hereof), and pursuant thereto the Corporate Manager agrees to confidentially submit or Escrow Issuer (and, after the Merger, the Company and the Guarantors) will prepare and file with the Commission as soon as reasonably practicable following a Registration Statement relating to the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other any appropriate form under the Securities Act then Act, which form shall be available to the Corporate Manager providing for the resale of all sale of the Redemption Shares issuable Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof; and (ii) issue to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such any Holder or purchaser of Notes covered by any Shelf Registration Statement to be declared effective contemplated by this Agreement upon the request of any such Holder or purchaser of Notes, provided that such Holder provides all documentation reasonably requested by the Commission as soon as reasonably practicable Escrow Issuer (and, after the initial submission or filing thereof and Merger, the Company) in connection with such issuance, Exchange Notes having an aggregate principal amount equal to keep such the aggregate principal amount of Notes sold pursuant to the Shelf Registration Statement effective and surrendered to the Escrow Issuer (or, after the Merger, the Company) for a period of at least 180 days. Any cancellation; the Escrow Issuer (or, after the Merger, the Company) shall register Exchange Notes on the Shelf Registration Statement shall provide for this purpose and issue the resale from time Exchange Notes to time, and pursuant the purchaser(s) of securities subject to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares Statement in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager names as such purchaser(s) shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) ordesignate.

Shelf Registration Statement. Upon (a) Following the written request by Non-Managing Members holding Member Units Closing Date, Parent shall (i) file with respect the SEC (A) a shelf registration statement under the Securities Act on Form S-3 (or any successor short form registration involving a similar amount of disclosure) or if then ineligible to which an aggregate use any such form, then any other available form of at least 1,000,000 Corporate Shares may be issued upon redemption registration statement, or (B) pursuant to Section 8.4 Rule 424(b) under the Securities Act, a prospectus supplement that shall be deemed to be part of an existing shelf registration statement in accordance with Rule 430B under the Securities Act, in each case for a public offering of the shares of Parent Common Stock received by the Participating Common Stockholders as Closing Parent Stock Consideration in the Merger (the “Redemption SharesRegistrable Stock”) requesting the registration of all of such Non-Managing Members’ Redemption Shares to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a the “Registration RequestStatement”)) and, in the Corporate Manager agrees case of clause (A) above, use commercially reasonable efforts to confidentially submit cause the Registration Statement to become effective within 180 days after the Closing Date, (ii) use commercially reasonable efforts to cause the Registration Statement to remain effective until the earlier of (1) the date when all Registrable Stock covered by the Registration Statement has been sold or file with (2) the Commission as soon as reasonably practicable following date when all Registrable Stock covered by the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form Statement first becomes eligible for sale pursuant to Rule 144 under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission without volume limitation or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to timeother restrictions on transfer thereunder, and pursuant to (iii) prepare and file with the SEC any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party required amendments to the Registration Request offering to them Statement and the right to include all of their Redemption Shares prospectus (including any prospectus supplement) used in the Registration Statementconnection therewith (“Shelf Prospectus”). Notwithstanding the foregoing, Parent shall have no obligation to register or to maintain the Corporate Manager effectiveness of the Registration Statement after all Registrable Stock covered by the Registration Statement first becomes eligible for sale pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder. (i) Upon the issuance by the SEC of a stop order suspending the effectiveness of the Registration Statement or the initiation of any Legal Proceeding with respect to the Registration Statement under Section 8(d) or 8(e) of the Securities Act, or (ii) if the Registration Statement or Shelf Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements), or (iii) upon the occurrence or existence of any development, event, fact, situation or circumstance relating to Parent that, in the judgment of a majority of the Parent Board, makes it appropriate to suspend the availability of the Registration Statement and/or Shelf Prospectus, (A)(1) in the case of clause (ii) above, and subject to clause (iii) above, Parent shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related Shelf Prospectus, as applicable, so that such Registration Statement or Shelf Prospectus, as applicable, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and subject to clause (iii) above, in the case of a post-effective amendment to the Registration Statement, use commercially reasonable efforts to cause it to become effective as promptly as reasonably practicable, and (2) in the case of clause (i) above, use commercially reasonable efforts to cause such stop order to be lifted, and (B) Parent shall give notice to the Participating Common Stockholders that the availability of such Registration Statement or Shelf Prospectus is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, each Participating Common Stockholder agrees that it shall not sell any Registrable Stock pursuant to the Registration Statement or Shelf Prospectus until such Participating Common Stockholder is notified by Parent of the effectiveness of the post-effective amendment to the Registration Statement provided for in clause (A) above, or until it is notified in writing by Parent that the Shelf Prospectus may be obligated used. In connection with any development, event, fact, situation or circumstance covered by clause (iii) above, Parent shall be entitled to effect a registration exercise its rights pursuant to this Section 8.5 during 11.03(b) to suspend the period starting availability of the Registration Statement and Shelf Prospectus for no more than an aggregate of 90 days. (c) In connection with the date 45 days prior performance of its obligations under this Section 11.03, Parent shall pay all registration fees under the Securities Act, all printing expenses and all fees and disbursements of Parent’s legal counsel, Parent’s independent registered public accounting firm and any other persons retained by Parent, and any other expenses incurred by Parent. Each Participating Common Stockholder shall pay any discounts, commissions and transfer taxes, if any, attributable to the Corporate Manager’s estimated date sale of filing ofRegistrable Stock and any other expenses (including the fees and expenses of any separate counsel and other advisors and agents, and ending on a date 180 days following the effective date ofif any, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”)such Participating Common Stockholder) incurred by it. In addition, ifParent shall pay the reasonable fees and expenses of one legal counsel to represent the interests of the Participating Common Stockholders under this Section 11.03. (d) Each Participating Common Stockholder (i) shall furnish to Parent such information regarding themselves, while their relationship to Parent and its Affiliates, their beneficial ownership of Parent Common Stock, the Registrable Stock held by them, and the intended method of disposition of such securities as is required to be included under the Securities Act in the Registration Statement (or any amendment thereto) or any Shelf Prospectus, (ii) shall comply with the prospectus delivery requirements under the Securities Act in connection with the sale or other distribution of Registrable Stock pursuant to the Registration Statement, (iii) shall indemnify Parent, each officer and director of Parent, and each person, if any, who controls Parent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each of the foregoing, an “indemnified party” for purposes of this Section 11.03(d)) against any and all loss, liability, claim and damage arising out of any untrue statement of a material fact contained in the Registration Request is pending Statement or any Shelf Prospectus (or any amendment thereto) or the omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, but only with respect to untrue statements or omissions made in the Registration Statement or any Shelf Prospectus (or any amendment thereto) in reliance upon and in conformity with information furnished in writing to Parent by or on behalf of such Participating Common Stockholder for use in the Registration Statement or any Shelf Prospectus (or any amendment thereto), and (iv) shall report to Parent all sales or other distributions of Registrable Stock pursuant to the Registration Statement. It shall be a condition precedent to the obligations of Parent to take any action pursuant to this Section 8.511.03 with respect to the Registrable Stock of any Participating Common Stockholder that such Participating Common Stockholder constitute a Participating Common Stockholder, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable and at all times continue to comply with the requirements set forth in the definition of Participating Common Stockholder. If the indemnification provided for in this Section 11.03(d) from a Participating Common Stockholder is unavailable to an indemnified party hereunder in respect of any losses, claims, damages or liabilities referred to in this Section 11.03(d), such Participating Common Stockholder, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses, in such proportion as is appropriate to reflect the relative fault of such Participating Common Stockholder and indemnified party in connection with the actions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Commission applicable Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of Parent and each Participating Common Stockholder under this Section 11.03(d) shall survive the requested registration (notwithstanding its commercially reasonable efforts completion of any offering or sale of Registrable Stock pursuant to so comply) orany Registration Statement.

Shelf Registration Statement. Upon the written request (a) The Company will cause, by Non-Managing Members holding Member Units with respect May 30, 2002, to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant prepared and filed, and will use commercially reasonable to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file have declared effective with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such within 60 days after filing, a Registration Request a shelf registration statement Statement on Form S-1 S-3 (or such other form of registration statement that the Company shall determine and that is reasonably satisfactory to the Holders) for an offering to be made on a continuous basis pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) under the Securities Act then available covering the Registrable Securities (the "Shelf Registration Statement"); provided, however, that if the Company shall furnish to the Corporate Manager providing for the resale of all Holders a certificate signed by any executive officer of the Redemption Shares issuable Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the NonCompany to file the Shelf Registration Statement at such time and it is therefore essential to defer the filing of the Shelf Registration Statement, the Company shall have the right to defer such filing for a reasonable period, not to exceed 60 days. The Shelf Registration Statement may be terminated (and the Company shall have no obligation to update the Shelf Registration Statement and may suspend sales thereunder) at such time as all Registrable Securities can be sold by their Holders within a three-Managing Members participating in month period without compliance with the Registration Request registration requirements of the Securities Act pursuant to Rule 415 from time 144 (including Rule 144(k)) promulgated thereunder (the "Termination Date"). The Holder shall furnish to time (a “Shelf Registration Statement”); provided however, that not more than two the Company such registrations may occur each year. Except as provided in this Section 8.5information regarding themselves, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective Registrable Securities held by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to timethem, and pursuant the intended method of distribution of such securities as shall be required to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by effect the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewiththat connection, each Holder shall be required to represent that all such information which is given is both complete and accurate in all material respects. (b) So long as the Shelf Registration Statement is effective, the Corporate Manager willCompany will furnish to the Purchaser as soon as practicable after available (but in the case of the Company's Annual Report to Stockholders, within 20 120 days after receipt the end of any Registration Request, provide written notice each fiscal year of the Registration Request Company), (i) one copy of (A) its Annual Report to the Non-Managing Members Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted auditing standards certified by a national firm of certified public accountants), (B) if not a party to the Registration Request offering to them the right to include all of their Redemption Shares included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K, (C) if not included in substance in its Quarterly Reports to Stockholders, its quarterly reports on Form 10-Q, and (D) a full copy of the particular Registration Statement. Notwithstanding Statement covering the Registrable Securities (the foregoing, in each case, excluding exhibits), (ii) upon the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during reasonable request of any Holder, all exhibits excluded by the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined parenthetical in good faith that clause (i) of this paragraph, in the filing form generally available to the public, and (c) upon the reasonable request of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure Holder, an adequate number of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements copies of the Commission applicable prospectuses and supplements to the requested registration (notwithstanding its commercially reasonable efforts supply to so comply) orany other party requiring such prospectuses.

Shelf Registration Statement. Upon (a) The Company shall: (i) prepare and, no more than 45 days after the written request by Non-Managing Members holding Member Units with respect to which an aggregate date of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)this Agreement, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such SEC a Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale Statement in respect of all of the Redemption Shares issuable Registrable Securities on an appropriate form for a secondary offering to be made on a continuous basis by the Non-Managing Members participating in the Registration Request Company pursuant to Rule 415 from time to time (a “the "Shelf Registration Statement”"); provided howeverand (ii) subject to Section 3 hereof, that not more than two use its best efforts to cause the Shelf Registration Statement to become effective as soon as practicable after such registrations may occur each yearfiling. Except as provided in this Section 8.5In addition to the Registrable Securities, the Corporate Manager Company may include in the Shelf Registration Statement shares of Common Stock held by TLC The Laser Center Inc., ▇▇▇▇▇▇▇▇ Electro-Optics, Inc. and such other parties as may be agreed to by Purchasers holding a majority of the Preferred Stock and Conversion Shares then outstanding. (b) The Company shall use its best efforts to cause such keep the Shelf Registration Statement continuously effective at all times until such date as is the earlier of : (i) the date on which all of the Registrable Securities have been sold, (ii) the date on which all of the Registrable Securities may be immediately sold to the public without registration conditions or limitations whatsoever (including limitations or restrictions related to affiliates), whether pursuant to Rule 144 or otherwise, and (iii) subject to this Section and Section 3, the date which is 30 months after the date hereof. (The period of time commencing on the date the Shelf Registration Statement is declared effective and, subject to this Section and Section 3, ending on the earliest of the foregoing dates is referred to as the "Registration Period.") Subject to Section 3 hereof, the Company shall use its best efforts to amend or supplement the Prospectus contained in the Shelf Registration Statement in order to permit such Prospectus to be declared effective lawfully delivered until the end of the Registration Period. The Registration Period shall be extended by duration of (i) any period during which a Holder is unable to utilize the Prospectus until the Company amends or supplements the related Registration Statement pursuant to Section 4(h), and (ii) any Blackout Period. (c) In addition to complying with the requirements of Section 4, in connection with the Shelf Registration Statement, the Company shall (i) mail to each Holder a copy of the Prospectus forming part of the Shelf Registration Statement, and (ii) otherwise comply in all respects with all applicable federal securities laws, rules and regulations. (d) Each Holder shall notify the Company at least five business days prior to any sale of Registrable Securities by such Holder pursuant to the Shelf Registration Statement. During such five-day period, the Company shall have the right to notify Holder that the Holder may not sell Registrable Securities pursuant to the Shelf Registration Statement due to either a Blackout Period or Holdback Period then being in effect or then being invoked. Upon such notice being provided, Holder shall not sell any Registrable Securities pursuant to the Shelf Registration Statement until the Company has notified Holder that the Blackout Period or Holdback Period, as applicable, is no longer in effect. (e) Subject to Sections 3 and 4 hereof, the Company shall promptly supplement or amend the Shelf Registration Statement if required by the Commission as soon as reasonably practicable after the initial submission or filing thereof and Securities Act to keep such Shelf Registration Statement effective for a period during the Registration Period, or if reasonably requested by the Holders of at least 180 days. Any Shelf Registration Statement shall provide for 30% of the resale from time to time, and Registrable Securities then transferrable pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith. (f) Each Holder shall notify the Company promptly, the Corporate Manager willbut in any event within three business days, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information which all Registrable Securities owned by such Holder have been sold by such Holder so that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to Company may comply with requirements its obligation to terminate the Shelf Registration Statement in accordance with Item 512 of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orRegulation S-K.

Shelf Registration Statement. Upon (a) The Company agrees to file with the written request by Non-Managing Members holding Member Units with respect SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption made on a continuous basis pursuant to Section 8.4 Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (“Redemption Shares”) requesting such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of all such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of such Non-Managing Members’ Redemption Shares a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to two underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such each Shelf Registration Statement continuously effective under the Securities Act for a period of at least 180 days. Any Shelf Registration Statement shall provide for two years after the resale from time to time, and date on which all the Notes are sold (including those sold pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request over-allotment option granted to the Non-Managing Members not a party Purchasers in the Purchase Agreement) to the Registration Request offering Purchasers (subject to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration extension pursuant to this Section 8.5 during Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period starting with the date 45 days prior ending when there cease to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay be any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orTransfer Restricted Securities outstanding.

Shelf Registration Statement. Upon The Partnership and the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or Guarantors shall file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such a Registration Request Statement for an offering to be made on a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request continuous basis pursuant to Rule 415 from time to time covering (a i) all of the Registrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of the Notes for which Section 2(c)(ii)(D) applies (the “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, The Partnership and the Corporate Manager Guarantors shall use its best their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Partnership and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Partnership and the Guarantors shall use their respective reasonable efforts to cause such the Shelf Registration Statement to be declared effective by under the Commission as soon as reasonably practicable Securities Act on or prior to the date that is 180 days after delivery of the initial submission or filing thereof Shelf Notice and to keep such the Shelf Registration Statement continuously effective for a under the Securities Act until the date that is two years from the Closing Date (or such shorter restrictive period as may be required pursuant to Rule 144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of at least 180 days. Any the Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request be extended to the Non-Managing Members not a party extent required to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orSecurities Act and as otherwise provided herein.

Shelf Registration Statement. Upon (i) In accordance with Section 2.1(a)(ii) below, the written request by Non-Managing Members holding Member Units Company shall file with respect to which an aggregate the Commission a registration statement on any permitted form that qualifies, and is available for, the resale of at least 1,000,000 Corporate Shares may be issued upon redemption Registrable Securities in accordance with and pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to Rule 415 promulgated under the Securities Act (a “Registration Request”), or any successor rule then in effect) (the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however) (except if the Company is then eligible to register for resale the Registrable Securities on Form S-3, that not more than two such registrations may occur each year. Except as provided registration shall be on Form S-3 in this Section 8.5, the Corporate Manager shall accordance herewith) and use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by the Commission as soon promptly as reasonably practicable thereafter and in no event later than 120 days after the initial submission filing of the Shelf Registration Statement. (ii) Upon receipt by the Company of a written notice from the Initial Holders requesting the filing of the Shelf Registration Statement with the Commission, the Company shall, within 15 days of such receipt, give written notice (the “Registration Notice”) of the proposed initial filing of the Shelf Registration Statement to all Holders, which such Registration Notice shall also include a request for the Holder Information (as defined in Section 2.6 below). The Company shall include in the Shelf Registration Statement all Registrable Securities for which it has received a written request from the Holder of such Registrable Securities that is made within 30 days after the receipt of such Registration Notice, which such request shall specify the number of Registrable Securities then held by such Holder and shall be accompanied by the Holder Information. The Company shall promptly effect the filing of the Shelf Registration Statement after the expiration of the 30 day period referred to in the foregoing sentence, but in any case within 15 days after such expiration. (iii) For a period of 18 months after the date of the initial filing of the Shelf Registration Statement, if (y) the Company receives new or filing thereof revised Holder Information that was not previously provided or is not otherwise included in the Shelf Registration Statement, or (z) a Holder requests the registration of its Registrable Securities on the Shelf Registration Statement and such request was not previously received by the Company pursuant to keep or in the time frame provided by Section 2.1(a)(ii), the Company shall promptly and, in any case within 15 days, file with the Commission an amendment or supplement to such Shelf Registration Statement effective for a period and shall include such new or revised Holder Information and/or the Registrable Securities of at least 180 days. Any the Holder making such request, as applicable, in the amended or supplemented registration statement. (iv) In the event the Company is not eligible to file the Shelf Registration Statement on Form S-3 (a “Form S-3 Shelf”) and files the Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf”), the Company shall provide for the resale from time use its reasonable best efforts to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by convert such Shelf Registration Statement. In connection therewith, Statement to a Form S-3 Shelf as promptly as practicable after the Corporate Manager will, within 20 Company is eligible to use Form S-3 and have the Form S-3 Shelf declared effective as promptly as practicable (but in no event more than 30 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or the Form S-3 Shelf), provided, that if there is an offering of Registrable Securities under the Shelf Registration Statement that is ongoing at such time the Company is eligible to use Form S-3, the Company shall delay any contemplated material transaction or would require the disclosure conversion of material information the Shelf Registration Statement until the earlier of the date that the Corporate Manager had a bona fide business purpose for preserving as confidential; (iioffering is completed or the existing Shelf Registration Statement would need to be updated pursuant to Section 10(a)(3) the Corporate Manager then is unable to comply with requirements of the Commission applicable Securities Act or otherwise. If the Shelf Registration Statement is a Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the requested registration (notwithstanding Company shall use its commercially reasonable best efforts to so complyfile a Form S-1 Shelf as promptly as practicable to replace the Shelf Registration Statement that is a Form S-3 Shelf (but in no event more than 20 Business Days after the date of such ineligibility) orand have the Form S-1 Shelf declared effective as promptly as practicable (but in no event more than 90 days after the date of such filing).

Shelf Registration Statement. Upon (a) In the written request event that (i) changes in law or in currently applicable interpretations of the Staff of the SEC do not permit the Company to effect such an Exchange Offer, (ii) the Exchange Offer Registration Statement is not declared effective within 210 calendar days of the Issue Date, (iii) any Holder notifies the Company on or by Non-Managing Members holding Member Units with respect to which an aggregate the 20th Business Day following consummation of at least 1,000,000 Corporate Shares the Exchange Offer that (a) it is prohibited by law or SEC policy from participating in the Exchange Offer, (b) it may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting not resell the registration of all of such Non-Managing Members’ Redemption Shares pursuant Exchange Notes acquired by it in the Exchange Offer to the Securities Act public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (c) it is a “Registration Request”broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company (each such event referred to in clauses (i), (ii) and (iii), a "Shelf Filing Event"), the Corporate Manager agrees Company will, at its cost, (a) use its reasonable ------------------ best efforts to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC a shelf registration statement (the "Shelf ----- Registration Statement") covering resales of the Notes, on Form S-1 or such other form under the Securities Act then available prior to the Corporate Manager providing for later ---------------------- of (x) 30 days after the resale of all of Shelf Filing Event or (y) 120 days after the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time Issue Date, (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall b) use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable SEC on or prior to the 90th day after such obligation arises and (c) use its reasonable best efforts to keep continuously effective the Shelf Registration Statement until two years after the initial submission Issue Date or filing thereof and to keep such shorter period that will terminate when all the Notes covered by such Shelf Registration Statement have been sold pursuant thereto (the "Effectiveness Period"). The Company will, in the event the Shelf -------------------- Registration Statement is filed, provide to each Holder copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration Statement for the Notes has become effective for a period and take such other actions as are reasonably required to permit unrestricted resales of at least 180 daysthe Notes. Any Holders will be required to deliver information to be used in connection with the Shelf Registration Statement in order to have their Transfer Restricted Notes included in the Shelf Registration Statement. The Shelf Registration Statement shall provide be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Notes for resale by Holders in the resale from time to time, manner or manners designated by them and pursuant to any customary method or combination of customary methods legally available set forth in such Shelf Registration Statement (including, without limitation, an one or more underwritten offering, a direct sale offerings). The Company shall not permit and shall not be required to purchasers or a sale through brokers or agents) by permit any securities other than the holders of the Corporate Shares covered by such Transfer Restricted Notes to be included in any Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or.

Shelf Registration Statement. Upon (a) As soon as practicable but no later than forty-five (45) calendar days after the written request by Non-Managing Members holding Member Units date hereof (the “Filing Date”), the Company shall prepare and file with respect to which an aggregate (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)such registration statement, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager filing) on a delayed or continuous basis and shall use its best commercially reasonable efforts to cause have such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) 90 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date hereof and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission as soon as reasonably practicable after that the initial submission or filing thereof and to keep such Shelf Registration Statement effective will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that Commission is closed for business, the Effectiveness Date shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a period government shutdown, the Effectiveness Date shall be extended by the same amount of at least 180 daysBusiness Days that the Commission remains closed for operations. Any Such Shelf Registration Statement shall provide for the resale from time to time, and of the Registrable Securities included therein pursuant to any customary method or combination of customary methods legally available (includingto, without limitationand requested by, an underwritten offeringany Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a direct sale Shelf Registration Statement continuously effective, available for use to purchasers permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 or a sale through brokers or agents) any other form that permits incorporation of substantial information by reference to other documents filed by the holders of Company with the Corporate Shares covered by Commission and at such time the Company has an outstanding Shelf Registration Statement. In connection therewithStatement on Form S-1, then the Corporate Manager will, within 20 days after receipt of any Company shall use its commercially reasonably efforts to convert such outstanding Shelf Registration Request, provide written notice of the Statement on Form S-1 into a Shelf Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration StatementStatement on Form S-3. Notwithstanding the foregoing, if the Corporate Manager Commission prevents the Company from including any or all of the Registrable Securities under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act, such Shelf Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities or other shares to be registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Shelf Registration Statement or file one or more new Shelf Registration Statement(s) (such amendment or new Shelf Registration Statement shall also be deemed to be “Shelf Registration Statement” hereunder) to register such additional Registrable Securities and cause such amendment or Shelf Registration Statement(s) to become effective as soon as practicable after the filing thereof and no later than the earlier of (x) 30 calendar days (or 90 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Shelf Registration Statement and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be obligated “reviewed” or will not be subject to effect a registration pursuant to this Section 8.5 during further review (such earlier date, the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration StatementAdditional Effectiveness Deadline”). In addition; provided, ifhowever, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of if such day falls on a registration statement could jeopardize Saturday, Sunday or delay any contemplated material transaction or would require the disclosure of material information other day that the Corporate Manager had Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a bona fide business purpose for preserving government shutdown, the Effectiveness Date shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as confidential; set forth in this Section 2. (b) Subject to Section 2.3 and Section 2.4, (i) any Significant Holder or (ii) the Corporate Manager then is unable to comply with requirements Holders of a majority-in-interest of the Commission applicable then outstanding number of Registrable Securities (the “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than five (5) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within ten (10) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities in any twelve (12) month period; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested registration by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding its the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to so comply) orwork with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade.

Shelf Registration Statement. Upon The Issuer agrees that it will file with the written request by Non-Managing Members holding Member Units with respect to which an aggregate of Commission (at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”the Issuer’s sole cost and expense) requesting the a registration of all of such Non-Managing Members’ Redemption Shares pursuant to statement on Form S-3 promulgated under the Securities Act (which, if Issuer is then a “Registration Request”well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), shall be filed pursuant to General Instruction I.D. of Form S-3) (an “Automatic Shelf Registration Statement”) registering the Corporate Manager agrees to confidentially submit or file with resale of the Commission as soon as reasonably practicable Registrable Securities (the “Registration Statement”) (x) on the date which is six (6) months following the Corporate Manager’s receipt Subscription Closing Date, unless counsel for the Issuer shall have delivered to Subscriber and the Transfer Agent a legal opinion within five (5) business days prior to such date that Subscriber does not constitute an affiliate of such Registration Request a shelf registration statement on Form S-1 or such other form the Issuer under the Securities Act then available (and counsel for Subscriber agrees with such legal opinion) or (y) within ten (10) business days after Subscriber delivers a written request to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the file a Registration Request pursuant to Rule 415 Statement, if at any time and from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide date which is six (6) months following the Subscription Closing Date Subscriber requests counsel for the resale from time Issuer to time, deliver to Subscriber and pursuant to any customary method or combination the Transfer Agent a legal opinion in connection with a planned sale of customary methods legally available (including, without limitation, Registrable Securities that Subscriber does not constitute an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders affiliate of the Corporate Shares covered by Issuer under the Securities Act and counsel for the Issuer is unwilling or unable to deliver such Shelf Registration Statement. In connection therewith, the Corporate Manager will, a legal opinion within 20 five (5) business days after receipt of any Registration Requestsuch request or counsel for Subscriber does not agree with such legal opinion, provide written notice of and thereafter the Issuer shall use its commercially reasonable efforts, if the Registration Request Statement is not an Automatic Shelf Registration Statement, to the Non-Managing Members not a party to have the Registration Request offering to them Statement declared effective as soon as practicable after the right to include all filing thereof, but no later than the earlier of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require 90th calendar day following the disclosure of material information date the Registration Statement is filed if the Commission notifies the Issuer that it will “review” the Corporate Manager had a bona fide business purpose for preserving as confidential; Registration Statement and (ii) the Corporate Manager then 10th business day after the date the Issuer is unable notified in writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to comply with requirements further review (such earlier date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Commission Issuer held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Issuer to effect the registration of the Registrable Securities, and Subscriber shall use reasonable efforts to execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. Following the Effectiveness Date, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable to state securities laws, upon request of Subscriber, the requested registration (notwithstanding Issuer shall use its commercially reasonable efforts to so complycooperate with Subscriber to have such transfer restrictions removed, including providing authorization to the Transfer Agent within five (5) orbusiness days of the Issuer’s receipt of such request. (i) All Registration Expenses shall be borne by the Issuer. It is acknowledged that Subscriber shall bear, with respect to Subscriber’s Registrable Securities being sold, all underwriters’ commissions and discounts, brokerage fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing Subscriber. (ii) As used in this Section 5 or elsewhere in this Subscription Agreement, the following terms shall have the following meanings:

Shelf Registration Statement. Upon As promptly as practicable but in no ------------------------------ event later than five days following the written request by Nonfiling of its Annual Report on Form 10-Managing Members holding Member Units K with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)year ending December 31, 2000, the Corporate Manager agrees to confidentially submit or Target will prepare and file with the Securities and Exchange Commission as soon as reasonably practicable following (the Corporate Manager’s receipt of such Registration Request "SEC") a shelf --- registration statement on Form S-1 or such other form under the Securities Act then available to of 1933 (as amended and together with the Corporate Manager providing for rules and regulations promulgated thereunder, the resale of "Securities ---------- Act") registering all of the Redemption Target Shares issuable held by the Buyer upon the completion of the transactions contemplated by the Stock Purchase Agreement for resale to the Non-Managing Members participating in public by the Registration Request Buyer, pursuant to Rule 415 such registration statement and the prospectus included therein (the "Registration Statement"), free and clear of ---------------------- any restrictions under the Securities Act except for prospectus delivery requirements. The Target shall use all reasonable efforts to cause such Registration Statement to become effective as promptly as practicable thereafter and, subject to Section 5(c)(ii) below, to remain effective until such time as the Buyer may freely sell the Target Shares held by it without registration and without regard to volume or manner of sale. The Buyer shall furnish such information regarding the distribution of the Target Shares and such other information relating to the Buyer and its ownership of securities of the Target as the Target may from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each yearreasonably request. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts The Buyer agrees to cause such Shelf Registration Statement promptly furnish additional information required to be declared effective disclosed in order to make the information previously furnished to the Target by the Commission as soon as reasonably practicable after the initial submission or filing thereof Buyer not materially misleading. The Buyer agrees to furnish all such information and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall cooperate with and provide for assistance to the resale from time to timeTarget, as the Target may reasonably request, in connection with any registration and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orTarget Shares.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect (a) The Company: (A) shall cause to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file filed with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on Form S-1 or such other an appropriate form under the Securities Act then available Act, relating solely to the Corporate Manager providing for the resale offer and sale of all of the Redemption Shares issuable to Registrable Securities by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager B) shall use its best efforts to cause have such Shelf Registration Statement to be declared effective by the Commission SEC as soon as reasonably practicable after thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the initial submission or filing thereof and Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep such the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective for a period date of at least 180 days. Any the Shelf Registration Statement shall provide for and ending on the resale from time to time, and pursuant to any customary method or combination earlier of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agentsi) by the holders date on which all of the Corporate Shares Registrable Securities covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not may be obligated to effect a registration sold pursuant to this Section 8.5 during Rule 144(k) under the period starting with the date 45 days prior to the Corporate Manager’s estimated date Securities Act (or any successor provision 5 having similar effect) without any volume, manner of filing ofsale or other restrictions, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to comply with requirements the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Commission applicable Registration, of counsel for the Company satisfactory to the requested Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration (notwithstanding statement. The Company shall be deemed not to have used its commercially reasonable best efforts to so complykeep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) orIf at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant Prior to the Securities Act Closing, the Amneal Group Representative and Impax shall jointly prepare, and Impax shall cause the Company to file with the SEC (a no later than five (5) Business Days following the later of (i) the date on which the Registration Statement on Form S-4, to be jointly prepared by Amneal and Impax and filed by the Company in accordance with Section 6.01 of the Transaction Agreement (the “Form S-4 Registration RequestStatement”), is declared effective by the Corporate Manager agrees SEC and (ii) the date that Impax has received all information reasonably required from Amneal Group for inclusion in the Shelf Registration Statement, to confidentially submit or file with the Commission as soon as reasonably practicable following extent such information was not previously included in the Corporate Manager’s receipt of such Form S-4 Registration Request Statement) a shelf “shelf” registration statement on Form S-1 or such other form under with the Securities Act then available SEC with respect to the Corporate Manager providing for the resale resales of all of Registrable Shares to be held by Amneal Group following the Redemption Shares issuable to the Non-Managing Members participating Closing in the Registration Request pursuant to accordance with Rule 415 from time (together with any additional registration statements filed to time (a register any Registrable Shares, the “Shelf Registration Statement”); provided however. Prior to the Closing, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager Impax shall use its reasonable best efforts to cause the Company to, and following the Closing the Company shall, use its reasonable best efforts to (i) cause the Shelf Registration Statement on Form S-1 filed pursuant to this Section 5.1 to be declared effective under the Securities Act as promptly as reasonably possible after filing with the SEC and (ii) maintain the effectiveness of (and availability for use of) such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available on Form S-1 (includingincluding by, without limitation, an underwritten offeringfiling any post-effective amendments thereto or prospectus supplements in respect thereof) until a Shelf Registration Statement on Form S-3 has been declared effective pursuant to the below. Upon becoming eligible to use Form S-3, the Company shall promptly file a direct sale Shelf Registration Statement on Form S-3, which may be in the form of a post-effective amendment to purchasers or a sale through brokers or agents) by the holders Shelf Registration Statement on Form S-1, covering all of the Corporate then Registrable Shares covered by such and will maintain the effectiveness of the Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares Statement on Form S-3 (or such comparable or successor form) then in the Registration Statementeffect until such time as there are no Registrable Shares. Notwithstanding the foregoingforegoing provisions of this Section 5.1, if the Corporate Manager shall not be obligated to effect SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 8.5 during 5.1 due to limitations on the period starting use of Rule 415 of the Securities Act for the resale of Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall register the resale of a number of Registrable Shares which is equal to the maximum number of shares as is permitted by the SEC, and the Company shall use its reasonable best efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the date 45 days prior applicable rules, regulations and guidance of the SEC. In such event, the number of Registrable Shares to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a be registered for each Amneal Group Member in such registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that shall be reduced pro rata (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; first, among all Amneal Group Members and (ii) second, among purchasers of Company Common Stock in any Company-Assisted PIPE Table of Contents Transaction, in each case based on the Corporate Manager then is unable proportion that the number of Registrable Shares held by such Amneal Group Member or shares held by such purchasers pursuant to comply with requirements of the Commission applicable such registration statement bears to the requested total number of Registrable Shares or shares held by such purchasers, as applicable, to be registered pursuant to such registration (notwithstanding its commercially reasonable efforts to so comply) orstatement.

Shelf Registration Statement. Upon In connection with the written request by Non-Managing Members holding Member Units Shelf Registration Statement, the Company and the Guarantor shall: (i) (x) comply with respect all the provisions of Section 6(c) below and (y) use their respective best efforts to which an aggregate effect such registration to permit the sale of at least 1,000,000 Corporate Shares may be issued upon redemption the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 8.4 (“Redemption Shares”4(b) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”hereof), and pursuant thereto the Corporate Manager agrees to confidentially submit or Company and the Guarantor will as expeditiously as possible prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof; (ii) issue, upon the request of any purchaser of Series A Notes covered by any Shelf Registration Statement contemplated by this Agreement, Series B Notes having an aggregate principal amount equal to the aggregate principal amount of Series A Notes sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation in exchange for such Series B Notes; the Company shall register Series B Notes on the Shelf Registration Statement for this purpose and issue the Series B Notes to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as soon as reasonably practicable following such purchaser(s) shall designate; (iii) furnish to each participating Holder, before filing with the Corporate Manager’s receipt Commission, copies (in the form in which it is proposed to be filed) of any Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available Statement), which documents will be subject to the Corporate Manager providing for the resale review and comment of all of the Redemption Shares issuable to the Non-Managing Members participating such Holders in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided howeverconnection with such sale, that not more than two such registrations may occur each year. Except as provided in this Section 8.5if any, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within five Business Days after the receipt thereof; and (iv) promptly prior to the filing of any document that is to be incorporated by reference into a Shelf Registration Statement shall or Prospectus, provide copies of such document to each Holder, make the Company's and the Guarantor's representatives available for the resale from time to timediscussion of such document and other customary due diligence matters, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by include such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares information in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days such document prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving thereof as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orsuch Holders may reasonably request.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect (a) The Company: (A) shall cause to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file filed with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC, on or before October 22, 2000, a shelf registration statement (the "Shelf Registration ------------------ Statement") on Form S-1 or such other an appropriate form under the Securities Act then available Act, relating solely to --------- the Corporate Manager providing for the resale offer and sale of all of the Redemption Shares issuable to Registrable Securities by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager B) shall use its best efforts to cause have such Shelf Registration Statement to be declared effective by the Commission SEC as soon as reasonably practicable after thereafter, but in no event later than December 15, 2000; provided, however, that no Holder (other than the initial submission or filing thereof and Initial -------- ------- Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep such the Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for continuously effective, supplemented and amended in order to permit the resale from time Prospectus included therein to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) be lawfully delivered by the holders Holders of the Corporate Shares Registrable Securities through the date on which all of the Registrable Securities covered by such Shelf Registration Statement. In connection therewithmay be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or such shorter period that will terminate on the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice date on which all of the Registration Request Registrable Securities have been sold pursuant to the Non-Managing Members not a party to Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing------------------ Period"); provided, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days however, that prior to the Corporate Manager’s estimated date termination of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5such Shelf ------ -------- ------- Registration, the Corporate Manager has determined Company shall first furnish to each Holder of Registrable Securities participating in good faith that such Shelf Registration (i) an opinion, in form and substance satisfactory to the filing Majority Holders of a registration statement could jeopardize the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or delay any contemplated material transaction successor provision having similar effect) without any volume, manner of sale or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; other restrictions or (ii) a "No-Action Letter" from the Corporate Manager then is unable to comply with requirements staff of the Commission SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the requested Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (notwithstanding its commercially reasonable efforts such approval not to so comply) orbe unreasonably withheld).

Shelf Registration Statement. Upon A registration statement of the written request by NonCompany on Form F-3 (File No. 333-Managing Members holding Member Units 268885) (including all amendments thereto, the “Registration Statement”) in respect of the Securities has been filed with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form Rule 415 under the Securities Act then available to of 1933, as amended (the Corporate Manager providing “Securities Act”). The Company meets the requirements for use of Form F-3 under the resale of all Securities Act and the rules and regulations of the Redemption Shares issuable to Commission thereunder (the Non“Rules and Regulations”). The Registration Statement and any post-Managing Members participating effective amendment thereto, each in the Registration Request pursuant form heretofore delivered to Rule 415 from time you, and, excluding exhibits thereto, to time (a “Shelf Registration Statement”); provided howeveryou for each of the other Underwriters, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be have been declared effective by the Commission in such form and meet the requirements of the Securities Act, and the Rules and Regulations. The proposed offering of the Securities may be made pursuant to General Instruction I.B.1 of Form F-3. Other than (i) the Registration Statement, (ii) the Preliminary Prospectus and the Prospectus (each as soon defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(a) hereof and (iii) any Issuer Free Writing Prospectus (as reasonably practicable defined below), no other document with respect to the offer and sale of the Securities has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission (any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereinafter called a “Preliminary Prospectus”). The Registration Statement including all exhibits thereto and including the information contained in the Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed by virtue of Rule 430B under the Securities Act to be part of the Registration Statement at the time it became effective is hereinafter collectively called the “Registration Statement.” If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The final prospectus supplement, in the form filed pursuant to and within the time limits described in Rule 424(b) under the Rules and Regulations, together with the Base Prospectus, including any document incorporated by reference therein, is hereinafter called the “Prospectus.” Any reference herein to the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the initial submission date of such Preliminary Prospectus or filing thereof the Prospectus under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to keep incorporated by reference in such Shelf Registration Statement effective for a period of at least 180 daysPreliminary Prospectus or Prospectus, as the case may be. Any Shelf reference to any amendment to the Registration Statement shall provide for be deemed to refer to and include any annual report of the resale from time to time, and Company filed pursuant to any customary method Section 13(a) or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents15(d) by the holders of the Corporate Shares covered Exchange Act after the date of this Agreement that is incorporated by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares reference in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or.

Shelf Registration Statement. Upon (a) The Company agrees to file with the written request by Non-Managing Members holding Member Units with respect SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption made on a continuous basis pursuant to Section 8.4 Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Preferred Stock constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (“Redemption Shares”) requesting such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement (except in the case of any underwritten offering of Common Stock which constitutes Transfer Restricted Securities, the Company shall be entitled to permit shares of Common Stock held by ALZA Corporation in compliance with registration rights granted to ALZA Corporation by the Company). The Company shall use all of such Non-Managing Members’ Redemption Shares reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such each Shelf Registration Statement continuously effective under the Securities Act for a period two years after the date on which all of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and shares of Preferred Stock are sold (including those sold pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request over-allotment option granted to the Non-Managing Members not a party Purchasers in the Purchase Agreement) to the Registration Request offering Purchasers (subject to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration extensions pursuant to this Section 8.5 during Sections 2(d) and 2(e) hereof) (the "Effectiveness Period"), or such shorter period starting with the date 45 days prior ending when there cease to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay be any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orTransfer Restricted Securities outstanding.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect (a) The Company: (A) shall cause to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file filed with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC, on or before September 30, 2003, a shelf registration statement (the "SHELF REGISTRATION STATEMENT") on Form S-1 or such other an appropriate form under the Securities Act then available Act, relating solely to the Corporate Manager providing for the resale offer and sale of all of the Redemption Shares issuable to Registrable Securities by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager B) shall use its best efforts to cause have such Shelf Registration Statement to be declared effective by the Commission SEC as soon as reasonably practicable after thereafter; provided, however, that no Holder (other than the initial submission or filing thereof and Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep such the Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for continuously effective, supplemented and amended in order to permit the resale from time Prospectus included therein to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) be lawfully delivered by the holders Holders of the Corporate Shares Registrable Securities through the date on which all of the Registrable Securities covered by such Shelf Registration Statement. In connection therewithmay be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or such shorter period that will terminate on the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice date on which all of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration Registrable Securities have been sold pursuant to this Section 8.5 during an effective registration statement (in any such case, such period being called the period starting with the date 45 days "SHELF REGISTRATION PERIOD"); provided, however, that prior to the Corporate Manager’s estimated date termination of filing ofsuch Shelf Registration Period, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration an opinion, in form and ending on a date 180 days following substance satisfactory to the effective date ofMajority Holders of the Registration, a registration statement pertaining to an underwritten public offering of Corporate Shares counsel for the account Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Corporate Manager (an “IPO Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Statement”). In additionPeriod, if, while a Registration Request unless such action is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission required by applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orlaw.

Shelf Registration Statement. Upon (a) From and after the written request by Nonexpiration of the First Step Restricted Period (subject, as applicable, to the Pre-Managing Members holding Member Units with respect Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to which an aggregate the terms and conditions hereof, and further subject to the availability of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 a registration statement on Form S-3 or any successor form thereto (“Redemption SharesForm S-3”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act Company, any of the Demand Shareholders may by written notice delivered to the Company (a the “Registration RequestShelf Notice”), ) require the Corporate Manager agrees Company to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available practicable, and to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the initial submission or filing thereof Securities Act relating to the offer and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale sale, from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders amount of the Corporate Shares covered Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (the “Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In additionTo the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), if, while the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Within ten (10) days after receipt of a Registration Request is pending Shelf Notice pursuant to this Section 8.55.3(a), the Corporate Manager has determined Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in good faith that the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidentialShelf Registration Statement has been declared effective; (ii) the Corporate Manager then is unable date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to comply with requirements be Registrable Securities; and (iii) the date on which the holders of Registrable Securities, in the aggregate, no longer hold Registrable Securities that represent at least 2.0% of the Commission applicable Total Voting Power; provided, that the Company’s obligations under this Section 5.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Demand Shareholders (taking into account the time periods described in Section 5.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to the requested contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Board, the conditions described in clause (notwithstanding ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its commercially reasonable efforts Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to so complyenable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) oror other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares If any Holder shall have exchanged Securities pursuant to the Securities Act Indenture at a time when the Exchange Registration Statement (i) is for any reason not effective, (ii) is subject to a “Registration Request”stop order issued by the SEC, or (iii) for any other reason beyond the control of such Holder is unavailable for use by such Holder (an "Unregistered Exchange"), then the Corporate Manager agrees to confidentially submit or Company shall file with the Commission as soon as reasonably practicable following SEC within 30 days (60 days if the Corporate Manager’s Company is not then eligible to use Form S-3 in connection with a secondary offering) after its receipt of a written request (a "Shelf Request") from such Holder a "shelf" Registration Request Statement for an offering to be made on a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request continuous basis pursuant to Rule 415 from time to time covering all of the Exchange Shares (a “the "Shelf Registration Statement”") delivered in connection with such Unregistered Exchange. The Shelf Registration Statement shall be on an appropriate form permitting registration of such Exchange Shares (the "Resale Shares") for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings); provided however, that not more than two such registrations may occur each year. Except as provided in this Subject to Section 8.56 hereof, the Corporate Manager Company shall use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by under the Commission Securities Act as soon as reasonably practicable possible after the initial submission or filing thereof and to keep such Shelf Registration Statement continuously effective for a period and to amend and supplement the prospectus thereof in order to permit such Prospectus to be lawfully delivered until, in each case, the earlier of at least 180 days. Any (x) two years from the date of effectiveness (the "Shelf Period") or (y) the date on which all Resale Shares covered by the Shelf Registration Statement shall provide for have been sold in the resale from time to time, manner set forth and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by as contemplated in the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or.

Shelf Registration Statement. Upon (i) The Company has prepared and filed in conformity with the written request by Non-Managing Members holding Member Units with respect to which an aggregate requirements of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 the 1933 Act and the published rules and regulations thereunder (the “Redemption SharesRules and Regulations”) requesting adopted by the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (SEC a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf shelf” registration statement on Form S-1 S-3 (No. 333-193718), which became effective on February 10, 2014, including a base prospectus, (the “Base Prospectus”) relating to Common Stock, preferred stock, warrants, rights, debt securities or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all units of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Company that may be sold from time to time (a by the Company, in accordance with Rule 415 of the 1933 Act, and such amendments thereof as may have been required to the date of this Agreement. The term “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except ” as provided used in this Section 8.5Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission incorporation by reference or otherwise, as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale amended from time to time, and including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Preliminary Prospectus” means the Base Prospectus, together with any customary method preliminary prospectus supplement used or combination filed with the SEC pursuant to Rule 424 of customary methods legally available (the Rules and Regulations. The term “Prospectus” means the Base Prospectus, any Preliminary Prospectus and any amendments or further supplements to such prospectus filed with the SEC, and including, without limitation, an underwritten offeringthe final prospectus supplement (the “Prospectus Supplement”), a direct filed pursuant to and within the limits described in Rule 424(b) with the SEC in connection with the proposed sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered Securities contemplated by this Agreement through the date of such Shelf prospectus supplement. Unless otherwise stated herein, any reference herein to the Registration Statement. In connection therewith, any Preliminary Prospectus, the Corporate Manager willStatutory Prospectus (as hereinafter defined) and the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, within 20 days including pursuant to Item 12 of Form S-3 under the 1933 Act, which were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date hereof or are so filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the 1934 Act after receipt of any Registration Request, provide written notice the date of the Registration Request to Statement, any such Preliminary Prospectus, Statutory Prospectus or Prospectus, as the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing ofcase may be, and ending on a date 180 days following the effective date of, a registration statement pertaining deemed to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orbe incorporated therein by reference.

Shelf Registration Statement. Upon (a) Parent shall, on the written request by Non-Managing Members holding Member Units with respect terms and conditions hereinafter provided, use its best efforts to cause to be filed a Shelf Registration Statement no later than the date which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 is 90 days after the date hereof (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”"Filing Deadline"), the Corporate Manager agrees and thereafter proceed to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable no later than 180 days after the initial submission or filing thereof and to keep such date hereof (the date on which the Shelf Registration Statement is so declared effective for a period by the Commission, the "Effectiveness Date"). Subject to the terms of at least 180 days. Any this Agreement, Parent agrees to prepare and file with the Commission such amendment and supplement to the Shelf Registration Statement shall provide for and the resale prospectus used in connection therewith and otherwise use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective from time to time, and pursuant to any customary method or combination the Effectiveness Date until the earlier of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agentsi) the first date that all Registrable Stock covered by the holders Shelf Registration Statement have been sold or may be sold in a 3 month period under Rule 144(k); or (ii) five (5) years from the date the Shelf Registration Statement has been declared effective by the Commission; provided, that such five-year period shall be extended to the extent of any Blockage Period hereunder and shall be tolled during any period during which a Default, Delay or postponement under Section 2.2 is continuing. At least five (5) Business Days prior to the Corporate Shares covered by filing, the Shelf Registration Statement (and each amendment thereto, as well any supplement to the prospectus contained therein) shall be provided to the Purchasers' legal counsel prior to its filing with or other submission to the Commission and such legal counsel shall have a reasonable opportunity to review and comment on such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or.

Shelf Registration Statement. Upon As soon as practicable but no later than fifteen (15) Business Days after the written request by Non-Managing Members holding Member Units date hereof (the “Filing Date”), the Company shall prepare and file with respect to which an aggregate (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)such registration statement, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager filing) on a delayed or continuous basis and shall use its best commercially reasonable efforts to cause have such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf no later than the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Date and (y) the 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement effective for a period of at least 180 dayswill not be “reviewed” or will not be subject to further review. Any Such Shelf Registration Statement shall provide for the resale from time to time, and of the Registrable Securities included therein pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing ofto, and ending on a date 180 days following the effective date ofrequested by, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”)any Holder named therein. In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding The Company shall use its commercially reasonable efforts to so comply) ormaintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If, at any time the Company shall have qualified for the use of a Form S-3 or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form S-1, then the Company shall, as soon as reasonably practical, convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement on Form S-3.

Shelf Registration Statement. Upon (a) The Company shall, no later than the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)Filing Date, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following SEC a Shelf Registration Statement (the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available “Initial Shelf”) relating to the Corporate Manager providing for the resale of all offer and sale of the Redemption Shares issuable to Registrable Securities by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Investors from time to time (a “Shelf Registration Statement”); provided howeverto permit the sale of Registrable Securities by the Investors pursuant to the Orderly Sale Arrangement set forth in Section 9 of the SPA and, that not more than two such registrations may occur each year. Except as provided in this Section 8.5thereafter, the Corporate Manager shall use its best efforts to cause the Initial Shelf to be declared effective under the Securities Act no later than ninety (90) calendar days following the date first filed with the SEC. None of the Company’s securityholders (other than the Investors) shall have the right to include any Securities of the Company on the Initial Shelf. (b) For so long as either Investor holds any Registrable Securities, the Company shall use its best efforts to maintain an effective Shelf Registration Statement registering all unsold Registrable Securities. Subject to Section ‎4.3, the Company shall use its best efforts to keep a Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section ‎4.3(i), in order to permit the Prospectus forming a part thereof to be usable by the Investors until the date that the Investors no longer hold Registrable Securities (such period, the “Resale Period”). The Company shall be deemed not to have used its best efforts to keep a Shelf Registration Statement effective during the Resale Period if the Company voluntarily takes any action that would result in the Investors’ not being able to offer and sell any of such Registrable Securities under such Shelf Registration Statement to be declared effective during that period, unless such action is (x) required by applicable Laws and the Commission as soon as reasonably practicable after Company thereafter promptly complies with the initial submission requirements of Section ‎4.3 or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and (y) permitted pursuant to any customary method Section ‎4.3. (c) For the avoidance of doubt, nothing in this Agreement shall require the Company to undertake or combination of customary methods legally available (including, without limitation, otherwise support an underwritten offeringoffering of Registrable Securities unless the Company determines to do so in its sole discretion. (d) For the avoidance of doubt, a direct any sale made pursuant to purchasers or a sale through brokers or agents) by the holders Initial Shelf shall be subject to the Orderly Sale Arrangement set forth in Section 9 of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orSPA.

Shelf Registration Statement. Upon (a) The Company shall use best efforts to file with the written request Securities and Exchange Commission (the "Commission") by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption the Filing Date a Shelf Registration Statement pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to Rule 415 under the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “"Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year") on Form S?3 (or any successor form thereto) to register resales by Purchaser of the Shares. Except as provided in this Section 8.5, the Corporate Manager The Company shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable possible after the initial submission or filing thereof and Filing Date but in no event later than the date of termination of the Lock-Up Period (the "Termination Date"). The Company shall use best efforts to keep such Shelf Registration Statement continuously effective for a period and usable until the date on which all of at least 180 daysthe Shares are sold or such earlier date as the Shares may be resold by Purchaser without registration under Rule 144(k) under the Securities Act (the "Final Date"). Any The Company shall deliver copies of the Prospectus to The New York Stock Exchange pursuant to Rule 153 under the Securities Act and to Purchaser on reasonable request. (b) Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain a material misstatement or to omit a material fact required to be stated therein or necessary to make the statements made not misleading or (ii) not to be effective and usable for resale of the Shares until the Final Date, the Company shall provide notify Purchaser as soon as reasonably practicable thereafter and, within two Business Days of the occurrence of such event, file a supplement to the Prospectus included in (if a supplement is appropriate for such purpose) or, within four Business Days of the resale from time occurrence of such event, file an amendment to timethe Shelf Registration Statement, in the case of clause (i) immediately above correcting any such misstatement or omission, and pursuant in the case of either clause (i) or (ii) immediately above use best efforts to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale cause such amendment to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by be declared effective and such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request Statement to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving become usable as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orsoon as reasonably practicable thereafter.

Shelf Registration Statement. Upon From and after the written request by Non-Managing Members holding Member Units with respect to which an aggregate date of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant this Agreement and subject to Section 8.4 4.3 and the cutback provisions of Section 4.2(e) (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”if applicable), the Corporate Manager agrees to confidentially submit or Company shall, upon request of the Investor, as promptly as reasonably practicable (but in any event within 60 days of such request) file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC a shelf registration statement for an offering to be made on Form S-1 or such other form a continuous basis pursuant to Rule 415 under the Securities Act then available to the Corporate Manager providing for covering the resale of all of the Redemption Shares issuable to Eligible Securities (the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however. The Shelf Registration Statement shall be on the appropriate form permitting registration of such Eligible Securities for resale by the Investor in the manner or manners designated by it (including, that without limitation, one or more underwritten offerings). The Company will notify the Investor when such Shelf Registration Statement has become effective. The Company shall not be required to maintain in effect more than two such registrations may occur each year. Except as provided in one shelf registration at any one time pursuant to this Section 8.5, the Corporate Manager 3.1(a). The Company shall use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as reasonably practicable after the initial submission filing of the Shelf Registration Statement, or filing thereof automatically if the Company is eligible to file an automatically effective shelf registration statement, and to keep such the Shelf Registration Statement continuously effective for a period of at least 180 days. Any under the Securities Act until the date (“Effectiveness Period”) when all Eligible Securities covered by the Shelf Registration Statement shall provide for have been sold in the resale from time to time, manner set forth and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by as contemplated in the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith; provided, that the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager Company shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a file any such registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that if (i) the filing Investor proposes to sell Eligible Securities and such other securities (if any) at an aggregate price to the public (net of a registration statement could jeopardize any underwriters’ discounts or delay any contemplated material transaction or would require the disclosure commissions) of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; less than $25 million and (ii) the Corporate Manager then is unable Investor proposes to comply with requirements sell less than 7.43% of the Commission applicable Eligible Securities then outstanding. For the avoidance of doubt, registrations effected pursuant to the requested this this Section 3.1(a) shall not be counted as demands for registration (notwithstanding its commercially reasonable efforts or registrations effected pursuant to so comply) orSection 2.1(b).

Shelf Registration Statement. Upon (a) If the written request by NonCompany is then a well-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 known seasoned issuer (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to as defined in Rule 405 under the Securities Act (a “Registration Request”), the Corporate Manager agrees Act) or otherwise eligible to confidentially submit offer securities under or file with automatic effectiveness, the Commission Company shall file, as soon promptly as reasonably practicable following the Corporate Manager’s receipt Closing Date (which, for the avoidance of such Registration Request doubt, shall be within five (5) Business Days following the Closing Date, assuming each Holder has timely provided the Requested Information pursuant to Section 1.8(a) below), a shelf registration statement on Form S-1 S-3 or such other any successor form thereto (“Form S-3”) providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however) in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Holders and including a plan and method of distribution substantially in the form of Exhibit A hereto. If the Company is not expected to be a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) immediately following the Closing Date, that not more than two such registrations then, subject to the availability of a registration statement on Form S-3 to the Company, any of the Demand Stockholders may occur each year. Except by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as provided in this Section 8.5soon as reasonably practicable, the Corporate Manager shall and to use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or such filing thereof and to keep such date, a Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for relating to the resale offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount and pursuant including a plan and method of distribution substantially in the form of Exhibit A. For the avoidance of doubt, the Company may satisfy its obligations with respect to any customary method the filing of a Shelf Registration Statement by filing with the Commission and providing the Demand Stockholders with a prospectus supplement under a “universal” or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders other shelf registration statement of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt Company that also registers sales of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares securities for the account of the Corporate Manager Company or other holders (an “IPO provided, for the avoidance of doubt, that the Company shall comply with all of its other obligations under this Agreement with respect to a Shelf Registration Statement, including Section 1.3(c)), it being agreed that, if available, the Company shall file such a prospectus supplement in lieu of a new Shelf Registration Statement, unless the Company and the Demand Stockholders otherwise agree. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 1.3(a), the Company will deliver written notice thereof to all Other Holders. Each Other Holder may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with this Agreement and the plan and method of distribution set forth in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such Holder of Registrable Securities. (c) Subject to Section 1.3(d), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Section 3.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to such Holders a certificate signed by the chief executive officer, the chief financial officer or the general counsel of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall promptly provide written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement of the expiration of any Blackout Period. (e) At any time that a Shelf Registration Statement is effective, if one or more Demand Stockholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demand Stockholder(s) intend to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”). In addition, ifthe Company shall promptly, while and in a manner reasonably agreed with such Demand Stockholder(s) amend or supplement the Shelf Registration Request is pending Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with (x) a Non-Marketed Underwritten Shelf Offering that will be completed prior to the one (1) year anniversary of the Closing Date or (y) a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any Other Holders pursuant to this Section 8.5, 1.3). The Demand Stockholders shall have the Corporate Manager has determined in good faith that right to request only a total of four (4) Shelf Offerings pursuant to this Section 1.3(e) and (i) any Marketed Underwritten Shelf Offering shall be subject to the filing provisions of Section 1.1(e)(ii) as if such Underwritten Shelf Offering were a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; Demand Registration and (ii) the Corporate Manager then is unable Demand Stockholders cannot effect any Non-Marketed Underwritten Shelf Offering within 30 days of any other Underwritten Shelf Offering. (f) Except as provided in the immediately succeeding sentence, the right of the Other Holders to comply with offer and sell Registrable Securities registered on a Shelf Registration Statement shall be limited to sales by such Other Holders in transactions satisfying the requirements of Rule 144(f) under the Commission applicable Securities Act. For the avoidance of doubt, no Other Holders will be entitled to participate in Shelf Offerings unless the Demand Stockholders determine otherwise in a written notice delivered to the requested registration Company and such Other Holders. (notwithstanding its commercially reasonable efforts g) For the avoidance of doubt, any Shelf Offering will be subject to so complySections 1.1(g) orand (h).

Shelf Registration Statement. Upon The Issuer and the written request by Non-Managing Members holding Member Units Guarantors shall prepare and file with respect the SEC, as promptly as practicable following the Shelf Notice, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities, which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption registration statement, if the Shelf Notice is given pursuant to Section 8.4 2(g)(1) or (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant 2), may be an amendment to the Securities Act Exchange Offer Registration Statement (a “the "Shelf Registration Request”Statement"), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such . The Shelf Registration Request a shelf registration statement Statement shall be on Form S-1 or such other another appropriate form under the Securities Act then available to the Corporate Manager providing for the resale of all permitting registration of the Redemption Shares issuable to Transfer Restricted Securities for resale by the Non-Managing Members participating Holders in the Registration Request pursuant manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuer and the Guarantors shall not permit any securities other than the Transfer Restricted Securities to Rule 415 from time to time (a “be included in the Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, The Issuer and the Corporate Manager Guarantors shall use its their best efforts efforts, as described in Section 5(b) hereof, to cause such the Shelf Registration Statement to be declared effective by pursuant to the Commission Securities Act as soon promptly as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, but in no event later than the Corporate Manager willEffectiveness Target Date (or in the case of a Shelf Registration Statement filed pursuant to Section 2(g)(3) hereof, within 20 days after receipt of any Registration Request, provide written notice by the later of the Registration Request to Effectiveness Target Date or 60 days of receipt by the Non-Managing Members not a party to Issuer of the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this notice contemplated by Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of2g)(3)), and ending on a date 180 days following to keep the Shelf Registration Statement continuously effective date of, a registration statement pertaining to an underwritten public offering under the Securities Act until the earlier of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require date which is 24 months after the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; Closing Date, (ii) the Corporate Manager then is unable date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or (iii) the date that there ceases to comply with requirements of be securities outstanding that constitute Transfer Restricted Securities (the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or"Effectiveness Period").

Shelf Registration Statement. Upon In connection with the written request by Non-Managing Members holding Member Units Shelf Registration Statement, the Issuer and the Guarantors shall: (i) comply with respect all the provisions of Section 5(c) hereof and use all commercially reasonable efforts to which an aggregate effect such registration to permit the sale of at least 1,000,000 Corporate Shares may be issued upon redemption the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuer and the Guarantors pursuant to Section 8.4 (“Redemption Shares”3(b) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”hereof), and pursuant thereto the Corporate Manager agrees to confidentially submit or Issuer and the Guarantors shall prepare and file with the Commission as soon as reasonably practicable following a Registration Statement relating to the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other any appropriate form under the Securities Act then Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof; (ii) issue, upon the request of any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the Corporate Manager providing aggregate principal amount of Initial Notes sold pursuant to the Shelf Registration Statement and surrendered to the Issuer for cancellation; the resale Issuer and the Guarantors shall register the Exchange Notes on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the purchaser(s) of all securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate; (iii) advise each Holder and the underwriter(s), if any, and, if requested by such Holder, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the Redemption Shares issuable to issuance by the Non-Managing Members participating Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to cause or changes in the Shelf Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) furnish to each Holder, in connection with such sale, if any, before filing with the Commission, copies of any Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to any such Shelf Registration Statement to be declared effective or Prospectus (including all documents incorporated by the Commission as soon as reasonably practicable reference after the initial submission or filing thereof of such Registration Statement), which documents shall be subject to the review and to keep comment of such Shelf Registration Statement effective Holders in connection with such sale, if any, for a period of at least 180 days. Any five Business Days, and neither the Issuer nor the Guarantors shall file any such Shelf Registration Statement or Prospectus or any amendment or supplement to any such Shelf Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within five Business Days after such Holders’ receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act; (v) promptly prior to the filing of any document that is to be incorporated by reference into a Shelf Registration Statement or Prospectus, provide copies of such document to each Holder who so requests in connection with such sale, if any, make representatives of the Issuer and the Guarantors available for the resale from time to timediscussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request; (vi) make available, at reasonable times, for inspection by each Holder and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Issuer and the Guarantors and cause the officers, directors and employees of the Issuer and the Guarantors to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness, in order to conduct a reasonable due diligence investigation; provided, however, that such Persons first agree in writing with the Issuer and the Guarantors that any information that is reasonably and in good faith designated by the Issuer and the Guarantors in writing as confidential at the time of delivery of such information will be kept confidential by such Persons, unless (A) disclosure of such information is required by court or administrative order or is necessary to respond to inquires of regulatory authorities, (B) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Shelf Registration Statement or the use of any customary method Prospectus), (C) such information becomes generally available to the public other than as a result of a disclosure or combination of customary methods legally failure to safeguard such information by such Person, (D) such information becomes available to such Person from a source other than the Parent Guarantor and its subsidiaries and such source is not known, after reasonable inquiry, by such Person to be bound by a confidentiality agreement or (E) such information is independently developed, discovered or arrived at by such person; (vii) if requested by any Holders in connection with such sale, promptly include in any Shelf Registration Statement or Prospectus, pursuant to a supplement or post- effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, an underwritten offeringinformation relating to the “Plan of Distribution” of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuer and the Guarantors are notified of the matters to be included in such Prospectus supplement or post-effective amendment; (viii) furnish to each Holder in connection with such sale without charge, a direct sale to purchasers or a sale through brokers or agents) at least one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits, including exhibits incorporated therein by reference, if so requested by such Holder (other than portions of agreements and other documents that are granted confidential treatment by the holders Commission); (ix) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Corporate Shares covered Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by such this Agreement as may be reasonably requested by any Holder in connection with any sale or resale pursuant to any Shelf Registration Statement. In connection therewithsuch connection, the Corporate Manager willIssuer and the Guarantors shall: (A) if requested by a majority of selling Holders, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of use their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to cause to be furnished to each Holder, upon the effectiveness of the Shelf Registration Statement, any one or more of the following items so complyspecified in such request: (1) ora certificate, dated such date, signed on behalf of the Issuer by (x) the President or any Vice President of the Issuer and (y) a principal financial or accounting officer of the Issuer, confirming, as of the date thereof, the matters set forth in Section 5(h) of the Purchase Agreement and such other similar matters as such Holders may reasonably request; (2) an opinion, dated the date of effectiveness of the Shelf Registration Statement, of counsel for the Issuer and the Guarantors in customary form covering matters similar to those set forth in the opinion delivered pursuant to Section 5(a) of the Purchase Agreement and such other matters as such Holders may reasonably request; and (3) a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Parent Guarantor’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Sections 5(i) and (j) of the Purchase Agreement; and (B) deliver such other documents and certificates as may be reasonably requested by the majority of selling Holders to evidence compliance with the matters covered in clause (A) of this Section 5(b)(ix) and with any customary conditions contained in any agreement entered into by the Issuer and the Guarantors pursuant to this clause (ix); and (x) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities laws of such jurisdictions as the selling Holders may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Issuer nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where it is not now so subject.

Shelf Registration Statement. Upon (a) At any time and from time to time, any one or more of the written Selling Demand Shareholders shall have the right to request in writing (which request shall specify the Registrable Securities intended to be disposed of by Non-Managing Members holding Member Units with respect to which an aggregate such Selling Demand Shareholder and the intended method of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”distribution thereof) requesting that the registration of Company register any and all of such Non-Managing Members’ Redemption Shares pursuant Selling Demand Shareholder’s Registrable Securities with an anticipated aggregate offering price to the public of not less than $5,000,000, unless the anticipated aggregate offering price to the public of all Registrable Securities Act (a “Registration Request”)that remain outstanding at that time is less than $5,000,000, in which case, any such registration shall be for all of the Corporate Manager agrees to confidentially submit or file remaining outstanding Registrable Securities, by filing with the Commission as soon as reasonably practicable following SEC a Shelf Registration Statement covering such Registrable Securities. Upon the Corporate Manager’s receipt of such a request, the Company shall, not later than the 30th calendar day after the receipt of such a request, cause to be filed a Shelf Registration Request a shelf Statement providing for the registration statement on Form S-1 or such other form under the Securities Act then available of the Registrable Securities which the Company has been so requested to register by such Selling Demand Shareholder to the Corporate Manager providing for extent necessary to permit the resale disposition of all such Registrable Securities in accordance with the intended methods of the Redemption Shares issuable to the Non-Managing Members participating distribution thereof specified in the Registration Request pursuant to Rule 415 such request. Promptly after receipt of such request from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5Selling Demand Shareholder, the Corporate Manager Company shall give notice of such requested registration to all other holders of Registrable Securities in accordance with Section 2.02. The Company will then use its reasonable best efforts to cause have such Shelf Registration Statement covering the Registrable Securities which the Company has been requested to be register by such Selling Demand Shareholder, together with all other Registrable Securities which the Company has been requested to register pursuant to Section 2.02 or otherwise by notice delivered to the Company within 20 days after the Company has given the required notice of such requested registration (which request shall specify the intended method of disposition of such Registrable Securities), declared effective by the Commission SEC as soon as reasonably practicable thereafter (but in no event later than the 90th calendar day after the initial submission or filing receipt of such a request) and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities which the Company has been so requested to register, and to keep such Shelf Registration Statement continuously effective during the period from the date a Shelf Registration Statement is declared effective by the SEC until all Registrable Securities of the Selling Demand Shareholder have been sold or can be sold without restriction, including volume and manner of sale restrictions, under the Securities Act; provided, that the 30 and 90 day dates referenced above shall be extended to the extent that such Shelf Registration Statement is not filed or declared effective prior to such dates due to circumstances outside of the Company’s control (e.g., the company is unable to obtain a required consent or audit report from an outside independent accounting firm with respect to any business acquired by the Company), other than as a result of such circumstances that could have been reasonably anticipated and avoided by the Company, after (except in the case of the preparation of any required financial statements for acquired businesses) receipt of a period notice by a Selling Demand Shareholder under this Section 2.03, through the exercise of at least 180 days. Any its reasonable best efforts prior to such 30 or 90 day dates. (b) A Shelf Registration Statement shall provide be deemed not to have become effective (and the related registration shall be deemed not to have been effected) unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of any Registrable Securities pursuant to such Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court (other than any such stop order or injunction issued as a result of the inclusion in such Shelf Registration Statement of any information supplied to the Company for inclusion therein by a Selling Demand Shareholder) that is not subsequently remedied, such Shelf Registration Statement shall be deemed not to have become effective; provided, further, however, if any such stop order, injunction or other order or requirement of the SEC or any other governmental agency or court is subsequently remedied, such Shelf Registration Statement shall be deemed not to have been effective during the period of such interference. (c) A Suspension Period with respect to any Shelf Registration Statement shall commence on and include the date that the Company gives notice that any Shelf Registration Statement is no longer effective or usable for resale from time of Registrable Securities of the Selling Demand Shareholder, including pursuant to timeSection 2.06(e)(iv), and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by shall terminate on the holders of day following the Corporate Shares date on which each Selling Demand Shareholder covered by such Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 2.06(j) or is advised in writing by the Company that the use of the prospectus may be resumed. (d) If a Selling Demand Shareholder has requested a Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide Company shall give written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 each Holder at least 20 days prior to the Corporate Managerinitial filing of such Registration Statement informing such Holder of its intent to file such Shelf Registration Statement and of such Holder’s estimated date of filing of, and ending on a date 180 days following rights under this Section 2.03 to request the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager Registrable Securities held by such Holder. Upon written request of any Holder (an a “IPO Shelf Shareholder”) made within 10 days after any such notice is given (which request shall specify the Registrable Securities intended to be included in the Shelf Registration Statement by such Shelf Shareholder and the intended method of distribution thereof), the Company shall use reasonable best efforts to effect the registration in such Shelf Registration Statement of all Registrable Securities which the Company has been so requested to register by such Shelf Shareholder, to the extent required to permit the disposition of the Registrable Securities so requested to be registered to be registered in accordance with the intended methods of distribution thereof specified in the request, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Shelf Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement”). In addition, ifif required by the rules, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize regulations or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission instructions applicable to the requested registration Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder. (notwithstanding e) If at any time or from time to time any Selling Demand Shareholder intends to sell Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement, such Selling Demand Shareholder shall so advise the Company as part of its commercially reasonable efforts request made pursuant to so complySection 2.03(a) orhereof. The underwriters shall, in the case of an Underwritten Offering, be selected by Purchaser in consultation with the Company. There shall be no obligation on the part of a Selling Demand Shareholder or the underwriters to include any Registrable Securities of any Shelf Shareholder in such Underwritten Offering. (f) If a Shelf Shareholder requests to sell Registrable Securities in an Underwritten Offering pursuant to a Shelf Registration Statement, the underwriters shall be selected by the Company in consultation with Purchaser and the right of such Shelf Shareholder to participate in such Underwritten Offering shall be conditioned upon such Shelf Shareholder’s participation in the underwriting arrangements and the inclusion of such Shelf Shareholder’s Registrable Securities in the underwriting. A Shelf Shareholder proposing to distribute its Registrable Securities through any such Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriters selected for such Underwritten Offering and shall execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such arrangements.

Shelf Registration Statement. Upon (a) On or before May 15, 2008 or, if the written request by Non-Managing Members holding Member Units with respect Company is not then eligible to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant use SEC Form S-3 to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to register under the Securities Act (a “Registration Request”)the offer and sale by the Stockholders of all Registrable Common Shares, the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following after the Corporate Manager’s receipt of such Company becomes so eligible, the Company shall file with the SEC a Shelf Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available Statement relating to the Corporate Manager providing for offer and sale, by the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Stockholders from time to time (a “Shelf Registration Statement”); provided howevertime, that not more than two such registrations may occur each year. Except as provided in this Section 8.5of the Registrable Common Shares, the Corporate Manager and shall use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by the Commission SEC as soon as reasonably practicable after filing. Notwithstanding any provision of this Agreement to the initial submission or filing thereof and contrary, the Company shall not have any obligation pursuant to keep such this Section 3 to file with the SEC any registration statement on any SEC form other than SEC Form S-3. The Company shall promptly notify each Stockholder of the date on which the Shelf Registration Statement effective for a period is declared effective. (b) Notwithstanding Section 9(a) or any other provision of at least 180 days. Any Shelf Registration Statement shall provide for this Agreement to the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewithcontrary, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager Company shall not be obligated to effect a registration pursuant use commercially reasonable or other efforts to this Section 8.5 during maintain the period starting with effectiveness of the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following Shelf Registration Statement after the effective date of, a registration statement pertaining to an underwritten public thereof on any SEC form other than SEC Form S-3. (c) The Shelf Registration Statement shall cover the offering of Corporate Shares for the account and sale of the Corporate Manager Registrable Common Shares only in accordance with the methods of distribution described in Exhibit A attached to this Agreement (an the “IPO Plan of Distribution”), which shall be included in the Prospectus forming part of the Shelf Registration Statement”). In addition, ifprovided that, while a Registration Request is pending notwithstanding the foregoing or any contrary provision of this Agreement, no Stockholder may effect an Underwritten Offering of Registrable Common Shares pursuant to this the Shelf Registration Statement, other than as permitted in the Company’s discretion in accordance with the proviso in Section 8.54(b). (d) The respective rights of the Fidelity Stockholder, on the Corporate Manager has determined in good faith that one hand, and of the Wayzata Stockholder, on the other hand, to cause its Registrable Common Shares to be registered or to sell its Registrable Common Shares pursuant to the Shelf Registration Statement shall terminate upon the earliest to occur of (i) the filing 15-month anniversary of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that Closing Date (the Corporate Manager had a bona fide business purpose for preserving as confidential; “Shelf Termination Date”), (ii) the Corporate Manager then date that is unable 90 days following the date on which the Fidelity Stockholder or the Wayzata Stockholder, as the case may be, ceases to comply with requirements beneficially own Registrable Common Shares representing at least 50% of the Commission applicable Registrable Common Shares issued to the requested registration Fidelity Stockholder or the Wayzata Stockholder, as applicable, pursuant to the Merger, and (notwithstanding iii) the date on which the Fidelity Stockholder or the Wayzata Stockholder, as the case may be, otherwise is eligible to sell all of its commercially reasonable efforts to so comply) orRegistrable Common Shares within any three-month period without limitation by the volume restrictions of Rule 144 under the Securities Act.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect (a) The Company: (A) shall cause to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file filed with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC, on or before November 1, 2000, a shelf registration statement (the "Shelf Registration ------------------ Statement") on Form S-1 or such other an appropriate form under the Securities Act then available Act, relating solely to --------- the Corporate Manager providing for the resale offer and sale of all of the Redemption Shares issuable to Registrable Securities by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager B) shall use its best efforts to cause have such Shelf Registration Statement to be declared effective by the Commission SEC as soon as reasonably practicable after thereafter, but in no event later than December 15, 2000; provided, however, that no Holder (other than the initial submission or filing thereof and Initial -------- ------- Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep such the Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for continuously effective, supplemented and amended in order to permit the resale from time Prospectus included therein to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) be lawfully delivered by the holders Holders of the Corporate Shares Registrable Securities through the date on which all of the Registrable Securities covered by such Shelf Registration Statement. In connection therewithmay be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or such shorter period that will terminate on the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice date on which all of the Registration Request Registrable Securities have been sold pursuant to the Non-Managing Members not a party to Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing------------------ Period"); provided, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days however, that prior to the Corporate Manager’s estimated date termination of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5such Shelf ------ -------- ------- Registration, the Corporate Manager has determined Company shall first furnish to each Holder of Registrable Securities participating in good faith that such Shelf Registration (i) an opinion, in form and substance satisfactory to the filing Majority Holders of a registration statement could jeopardize the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or delay any contemplated material transaction successor provision having similar effect) without any volume, manner of sale or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; other restrictions or (ii) a "No-Action Letter" from the Corporate Manager then is unable to comply with requirements staff of the Commission SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the requested Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (notwithstanding its commercially reasonable efforts such approval not to so comply) orbe unreasonably withheld).

Shelf Registration Statement. Upon (a) The Company, at its expense, agrees to file with the written request by Non-Managing Members holding Member Units with respect SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption made on a delayed or continuous basis pursuant to Section 8.4 Rule 415 covering all of the Registrable Securities or separate Registration Statements for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Registrable Securities, respectively (“Redemption Shares”) requesting each such Registration Statement filed by the Company pursuant to this Agreement a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Registrable Securities being sold. The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration Statement. The Company shall use all of such Non-Managing Members’ Redemption Shares reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such filing thereof, but in any event not later than the Effectiveness Target Date after the Closing Date, and to keep each Shelf Registration Request a shelf registration statement on Form S-1 or such other form Statement continuously effective under the Securities Act then available to until the Corporate Manager providing for the resale earlier of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing date that is two years after the date on which all of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that Notes are sold by the Corporate Manager had a bona fide business purpose for preserving as confidential; Company (including those sold pursuant to the option granted to the Initial Purchasers in the Purchase Agreement) to the Initial Purchasers (the "Effectiveness Period"), (ii) the Corporate Manager then is unable date when the Holders of Registrable Securities are able to comply with requirements of the Commission applicable sell all such securities immediately without restriction pursuant to the requested registration volume limitation provisions of Rule 144 under the Securities Act or any successor rule thereto or otherwise, or (notwithstanding its commercially reasonable efforts iii) the sale pursuant to so comply) orany Shelf Registration of all securities registered thereunder.

Shelf Registration Statement. Upon (a) Subject to timely receipt of all information reasonably required from the written request by Non-Managing Members holding Member Units with respect Investor, the Company shall use its reasonable best efforts to which an aggregate file, not later than (i) 45 days after the Closing Date (the "S-3 Filing Deadline"), a Registration Statement on Form S-3 covering the resale of at least 1,000,000 Corporate Shares may be the Registrable Securities issued upon redemption in exchange for the Cash Purchase Price (subject to any adjustments pursuant to Section 8.4 2.04) and MTE (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”"Form S-3"), or (ii) if the Corporate Manager agrees Company is not eligible to confidentially submit or file use Form S-3, 90 days after the date hereof (the "S-1 Filing Deadline" and, along with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such S-3 Filing Deadline, each, a "Filing Deadline"), a Registration Request a shelf registration statement Statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf "Form S-1" and, along with a Form S-3, each a "Registration Statement”"); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager Company shall use its reasonable best efforts to remain qualified to file the Form S-3. As of the date hereof, the Company is qualified to file a Form S-3. (b) Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause such Shelf the Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as is reasonably practicable after the initial submission or filing thereof thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement have been disposed of by the Investor, are no longer Registrable Securities or are available to be sold without volume restrictions pursuant to Rule 144 promulgated under the Securities Act; provided that in no event shall the Company’s obligation to keep such Registration Statement effective for extend beyond the two year anniversary of the date hereof. (c) The Company shall promptly notify the Investor by e-mail of the effectiveness of a period Registration Statement promptly after the Company telephonically confirms effectiveness with the SEC (but in no event more than two (2) Business Days thereafter). The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The "Plan of at least 180 days. Any Distribution" section of such Shelf Registration Statement shall provide for customary permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the market and purchases or sales by brokers. The Company shall use its reasonable best efforts to cause any Registrable Securities offered for resale from time to time, and pursuant to any customary method an effective Registration Statement to be listed on Nasdaq, or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by such other national securities exchange as the holders common stock of the Corporate Shares covered by Company may be listed during the time such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request Statement is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) oreffective.

Shelf Registration Statement. Upon The Investor may, at any time request (such request, the written request "Investor Request") that the Company file a registration statement under the Securities Act covering, except as set forth in the fourth to last sentence of this Section 2(a), all of the Registrable Securities then held by Non-Managing Members holding Member Units the holders of such Registrable Securities on Form S-3 or such other form the Company is eligible to use to allow for the resale of the Registrable Securities (the “Shelf Registration”) and shall have such Registration Statement declared effective by the Securities and Exchange Commission with respect to which an aggregate such resale of at least 1,000,000 Corporate Shares may be issued upon redemption such Registrable Securities as expeditiously as possible but in any event by not later than the later to occur of the 150 day anniversary of the date of delivery of the Investor Request or June 30, 2012 (the “Outside Date”), on a delayed or continuous basis pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to Rule 415 under the Securities Act (a “Registration Request”such registration statement filed pursuant to the first sentence of this Section 2(a), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Initial Shelf Registration Statement”); provided provided, however, that not more than two such registrations may occur each year. Except as provided (i) if a Qualifying Change in this Section 8.5Control is consummated prior to the Outside Date, the Corporate Manager Company shall use its best efforts file and have declared effective by the Securities and Exchange Commission the Initial Shelf Registration Statement within 120 days of the consummation such Qualifying Change in Control; and (ii) if an Incidential Registration Statement is proposed to be filed prior the Outside Date, and holders of such Registrable Securities have not been afforded the opportunity to include all Registrable Securities in such Incidental Registration Statement, the Company shall file and have declared effective by the Securities and Exchange Commission the Initial Shelf Registration Statement by not later than the date of effectiveness of such Incidental Registration Statement. For purposes of clarity, the Company shall only be obligated to file one Initial Shelf Registration Statement. The Company will cause such the Shelf Registration Statement to remain continuously effective under the Securities Act until the earliest of (i) the date that is two (2) years (or in the case of a registration statement on Form S-3, such longer period as may be declared effective by the Commission as soon as reasonably practicable permitted under applicable law) after the initial submission or filing effectiveness thereof and (ii) the earliest date on which all Registrable Securities shall have either (A) been sold pursuant to keep such the Shelf Registration Statement effective for a period of at least 180 daysor (B) ceased to be outstanding or constitute Registrable Securities (such period, the "Effectiveness Period"). Any Shelf Registration Statement shall provide for the resale At any time and from time to timetime after the Shelf Registration Lapse Date, and pursuant to any customary method or combination of customary methods legally available (includingthe Company shall, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) if requested by the holders of Registrable Securities, file and have declared effective as expeditiously as possible a subsequent registration statement for the Corporate Shares covered by Shelf Registration in the form specified herein for an Initial Shelf Registration Statement to enable the resale of such Registrable Securities that either (1) have not been sold in accordance with this Section 2(a) or (2) remain outstanding or continue to constitute Registrable Securities. In the event that the Securities and Exchange Commission will not allow the Company to include all Registrable Securities in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. In connection therewith, the Corporate Manager willCompany shall, within 20 days after receipt if requested by the holders of any Registrable Securities, file as promptly as practicable following such time as it is permitted to do so by the Securities and Exchange Commission, and have declared effective, a subsequent registration for a Shelf Registration Request, provide written notice in accordance with this Section 2 to register the resale of such Registrable Securities in accordance with the terms of this Agreement. Any registration statement for a Shelf Registration Request that is not the Initial Shelf Registration Statement is referred to herein as a "Subsequent Shelf Registration Statement" and the Initial Shelf Registration Statement and the Subsequent Shelf Registration Statements are sometimes referred to collectively as the "Shelf Registration Statement". Notwithstanding anything in this Agreement to the Non-Managing Members not contrary, in the event an Eligible Investor Transferee becomes a party to this Agreement in accordance with Section 9 hereof subsequent to the time of effectiveness of a Shelf Registration Request offering Statement, the Company's obligation to them register Registrable Securities acquired by such Eligible Investor Transferee pursuant to such Section 9 shall be limited to filing a prospectus supplement to the right applicable existing Shelf Registration Statement to include all such Eligible Investor Transferee as a selling shareholder thereunder and in any event only to the extent such filing is permitted by law. For the avoidance of their Redemption Shares in the Registration Statement. Notwithstanding the foregoingdoubt, the Corporate Manager Company shall not be obligated to effect file any new Shelf Registration Statement or a registration pursuant post-effective amendment to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date any existing Shelf Registration Statement in respect of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orRegistrable Securities acquired by such Eligible Investor Transferee.

Shelf Registration Statement. Upon (a) (i) No later than the written request by Non-Managing Members holding Member Units with respect latest to which an aggregate occur of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (A) sixty (60) days after the date hereof or (B) the Closing Date (such later date, the “Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration RequestS-3 Shelf Filing Deadline”), the Corporate Manager agrees to confidentially submit or Company shall file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such a Registration Request a shelf registration statement Statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for S-3 covering the resale of all of the Redemption Shares issuable Registrable Securities held by the Investor on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) no later than the latest to occur of (A) ninety (90) days after the date hereof or (B) the Closing Date (such later date, the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file the Form S-3 Shelf as of or prior to the Non-Managing Members participating in S-3 Shelf Filing Deadline, the Company shall file a Shelf Registration Request pursuant to Rule 415 from time to time Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”); provided however. (b) Subject to the terms of this Agreement, that not more than two such registrations may occur each year. Except as provided in this Section 8.5including any applicable Suspension Period, the Corporate Manager Company shall use its best commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act promptly after the filing thereof, but in the event of no “review” by the Commission as soon as reasonably practicable after SEC, no later than the initial submission thirtieth (30th) calendar day following the applicable Filing Deadline, and shall use its reasonable efforts to keep such Shelf Registration Statement, or filing thereof and a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed by the Investor or are no longer Registrable Securities; provided, that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective for extend beyond the three-year anniversary of the date on which the Investor ceases to Beneficially Owns 75% or more of the Private Placement Shares acquired by it at the Closing. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period (as defined below), the Company shall file a Form S-1 Shelf not later than sixty (60) Business Days after the date the Company becomes so ineligible, and shall use its reasonable efforts to have such Shelf Registration Statement declared effective promptly (the period during which the Company shall use its reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 8.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible. (c) The Company shall notify the Investor by e-mail of at least 180 daysthe effectiveness of a Shelf Registration Statement on the same Business Day that the Company telephonically confirms effectiveness with the SEC. Any The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the resale from time to timemarket, and pursuant to any customary method purchases or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) sales by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orbrokers.

Shelf Registration Statement. Upon The Partnership and the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or Guarantors shall file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such a Registration Request Statement for an offering to be made on a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request continuous basis pursuant to Rule 415 from time to time covering (a “i) all of the Registrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of the Notes for which Section 2(c)(ii)(D) applies (the "Shelf Registration Statement”"); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, The Partnership and the Corporate Manager Guarantors shall use its best their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Partnership and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Partnership and the Guarantors shall use their respective reasonable efforts to cause such the Shelf Registration Statement to be declared effective by under the Commission as soon as reasonably practicable Securities Act on or prior to the date that is 180 days after delivery of the initial submission or filing thereof Shelf Notice and to keep such the Shelf Registration Statement continuously effective for a under the Securities Act until the date that is two years from the Closing Date (or such shorter restrictive period as may be required pursuant to Rule 144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of at least 180 days. Any the Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request be extended to the Non-Managing Members not a party extent required to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orSecurities Act and as otherwise provided herein.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect (a) Parent shall use its commercially reasonable efforts to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf keep its registration statement on Form S-1 or such other form under S-3 (the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by the Seller for the sale of Registrable Securities until the date as of which there are no Registrable Securities outstanding. Without limiting the foregoing, Parent shall file on the Closing Date a Prospectus supplement naming the Seller (subject to receipt of information reasonably requested by Parent necessary to complete such Prospectus supplement); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, would not materially restrict or impair Seller’s rights to use the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, Parent hereby represents and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith warrants that (i) the filing Shelf Registration Statement referred to in this ‎Section 5.23 is an “automatic shelf registration statement” as defined under Rule 405 of a the Securities Act that has been filed with the SEC not earlier than three years prior to the date hereof; and no notice of objection of the SEC to the use of such registration statement could jeopardize or delay any contemplated material transaction or would require post-effective amendment thereto pursuant to Rule 401(g)(2) under the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidentialSecurities Act has been received by Parent; (ii) at the Corporate Manager then is unable time of initial filing of the Shelf Registration Statement and at the time of the most recent amendment thereto for purposes of compliance with Section 10(a)(3) of the Securities Act, and at the time Parent was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405; (iii) as of the date hereof, no order suspending the effectiveness of the Shelf Registration Statement has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against Parent or related to the offering has been initiated or threatened by the SEC; (iv) as of the applicable effective date of the Shelf Registration Statement and any amendment thereto, the Shelf Registration Statement complied and will comply with requirements the Securities Act, and the rules and regulations of the Commission SEC thereunder, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (v) as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If the continued use of the Shelf Registration Statement at any time would require Parent to make an Adverse Disclosure, Parent may, upon giving at least three days’ prior written notice of such action to the Seller, suspend use of the Shelf Registration Statement (an “Unusual Shelf Suspension”); provided that Parent shall not be permitted to exercise an Unusual Shelf Suspension (i) more than two times during any 12-month period or (ii) for a period exceeding 30 days on any one occasion. In addition, Parent may, upon giving at least three days’ prior written notice to the Seller, suspend the use of the Shelf Registration Statement during the regular quarterly period during which directors and officers of Parent are not permitted to trade under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of Parent then in effect until the expiration of such quarterly period (a “Regular Shelf Suspension,” together with an Unusual Shelf Suspension, a “Shelf Suspension”); provided that the right of Parent to cause a Regular Shelf Suspension shall not be applicable to holders of Registrable Securities for more than a total of 120 days during any 12-month period. In the requested case of a Shelf Suspension, the Seller shall suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, any Registrable Securities, upon receipt of the notice referred to above. Parent shall immediately notify the Seller upon the termination of any Shelf Suspension. Parent shall, if necessary, supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by Parent for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act. (notwithstanding c) Notwithstanding anything to the contrary, none of Parent, Buyer or any of their respective Subsidiaries or Affiliates shall have any obligation to prepare any Prospectus supplement (other than a Prospectus supplement to an existing shelf registration statement to name the Seller as selling shareholder), participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters. (d) Parent shall indemnify the Seller and, the Seller’s officers, managers, partners and members, and each person or entity, if any, that controls the Seller within the meaning of the Securities Act or Exchange Act, as applicable, (each, an “Indemnitee”), against any and all Damages arising out of or based upon (a) any violation by Parent (or any of its commercially reasonable efforts agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law or of any rule or regulation promulgated under the Securities Act, Exchange Act or any state securities law applicable to so complyParent and relating to action or inaction required of Parent under this Section 5.23 or in connection with the Shelf Registration Statement or Prospectus or (b) orany third party claim based upon any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement, Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433 under the Securities Act unless required to be filed as a result of its inclusion in a free writing prospectus prepared by the Seller without Parent’s prior written approval (for purposes of this section, the “Securities Act Information”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Parent shall not be liable to any such Indemnitee or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such Damages arise out of or are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Securities Act Information in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests that was furnished in writing to Parent for use in connection with the Securities Act Information contained therein by such Indemnitee or (ii) the Seller’s failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Seller by Parent at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue 57 statement or omission or alleged omission if such statement or omission was corrected in a final amended or supplemented Prospectus.

Shelf Registration Statement. Upon As promptly as practicable after the written request date hereof, but in any event no later than forty-five (45) days following the approval of the Liberty Charter Amendments by Non-Managing Members holding Member Units the Company’s stockholders and the filing thereof with respect to which an aggregate the Secretary of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting State of the registration State of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)Delaware, the Corporate Manager agrees to confidentially submit or Company shall prepare and file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC a shelf “shelf” registration statement on Form S-1 (or Form S-3 if the Company is eligible to use Form S-3 at such other form under the Securities Act then available time) with respect to the Corporate Manager providing for the offer and resale of all of the Redemption Registrable Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to accordance with Rule 415 from time (together with any additional registration statements filed to time (a register any Registrable Shares, the “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5Upon becoming eligible to use Form S-3, the Corporate Manager Company shall promptly file a Shelf Registration Statement on Form S-3, which may be in the form of a post-effective amendment to the Shelf Registration Statement on Form S-1, covering all of the then Registrable Shares and will maintain the effectiveness of the Shelf Registration Statement on Form S-3 (or such comparable or successor form) then in effect until such time as there are no Registrable Shares. The Company will use its reasonable best efforts to (i) cause such the Shelf Registration Statement, when filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC or its staff concerning the Shelf Registration Statement, (iii) have the Shelf Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as reasonably practicable after such filing and (iv) maintain the initial submission or filing thereof effectiveness of (and to keep such availability for use of) the Shelf Registration Statement (including by filing any post-effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from amendments thereto or prospectus supplements in respect thereof) until such time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statementas there are no Registrable Shares. Notwithstanding the foregoingforegoing provisions of this Section 2.1, if the Corporate Manager shall not be obligated to effect SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 8.5 during 2.1 due to limitations on the period starting use of Rule 415 of the Securities Act for the resale of Registrable Shares by the Investors, such registration statement shall register the resale of a number of Registrable Shares which is equal to the maximum number of shares as is permitted by the SEC, and the Company shall use its reasonable best efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the date 45 days prior applicable rules, regulations and guidance of the SEC. In such event, the number of Registrable Shares to be registered for each Investor in such registration statement shall be reduced pro rata among all Investors, in each case based on the proportion that the number of Registrable Shares held by each Investor bears to the Corporate Manager’s estimated date total number of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining Registrable Shares to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending be registered pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a such registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orstatement.

Shelf Registration Statement. Upon The Issuer shall prepare and file with the written request by Non-Managing Members holding Member Units with respect SEC, as promptly as practicable following the Shelf Notice, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities, which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption registration statement, if the Shelf Notice is given pursuant to Section 8.4 2(g)(1) or (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant 2), may be an amendment to the Securities Act Exchange Offer Registration Statement (a “the "Shelf Registration Request”Statement"), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such . The Shelf Registration Request a shelf registration statement Statement shall be on Form S-1 or such other another appropriate form under the Securities Act then available to the Corporate Manager providing for the resale of all permitting registration of the Redemption Shares issuable to Transfer Restricted Securities for resale by the Non-Managing Members participating Holders in the Registration Request pursuant manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Transfer Restricted Securities to Rule 415 from time to time (a “be included in the Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager The Issuer shall use its best efforts efforts, as described in Section 5(b) hereof, to cause such the Shelf Registration Statement to be declared effective by pursuant to the Commission Securities Act as soon promptly as reasonably practicable after the initial submission filing of such Shelf Registration Statement, but in no event later than the Effectiveness Target Date (or filing thereof in the case of a Shelf Registration Statement filed pursuant to Section 2(g)(3) hereof, by the later of the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2(g)(3)), and to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is 24 months after its effective date (or 12 months after such effective date if such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and is filed pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agentsSection 2(g)(3) by at the holders request of the Corporate Shares covered by such Shelf Registration Statement. In connection therewithPlacement Agent), the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement, (iii) the date that there ceases to comply with requirements of be securities outstanding that constitute Transfer Restricted Securities, or (iv) the Commission applicable date on which all Transfer Restricted Securities covered by the Shelf Registration Statement become tradeable under Rule 144 without regard to volume limitations (the requested registration (notwithstanding its commercially reasonable efforts to so comply) or"Shelf Effectiveness Period").

Shelf Registration Statement. Upon (a) The Company agrees to file with the written request by Non-Managing Members holding Member Units with respect SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption made on a continuous basis pursuant to Section 8.4 Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (“Redemption Shares”such Registration Statement or Statements, collectively, the "Shelf Registration Statement") requesting Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use all of such Non-Managing Members’ Redemption Shares reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to use all reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act, subject to Section 2(d) hereof, for a period two years after the date on which all of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and Transfer Restricted Securities are sold (including those sold pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request option granted to the Non-Managing Members not a party Initial Purchasers in the Purchase Agreement) to the Registration Request offering Initial Purchasers (the "Effectiveness Period"), or such shorter period ending when there cease to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orTransfer Restricted Securities outstanding.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect (a) The Company: (A) shall cause to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file filed with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request SEC, on or before December 31, 2001, a shelf registration statement (the "SHELF REGISTRATION STATEMENT") on Form S-1 or such other an appropriate form under the Securities Act then available Act, relating solely to the Corporate Manager providing for the resale offer and sale of all of the Redemption Shares issuable to Registrable Securities by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager B) shall use its best efforts to cause have such Shelf Registration Statement to be declared effective by the Commission SEC as soon as reasonably practicable after thereafter, but in no event later than June 30, 2002; PROVIDED, HOWEVER, that no Holder (other than the initial submission or filing thereof and Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep such the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective for a period date of at least 180 days. Any the Shelf Registration Statement shall provide for and ending on the resale from time to time, and pursuant to any customary method or combination earlier of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agentsi) by the holders date on which all of the Corporate Shares Registrable Securities covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not may be obligated to effect a registration sold pursuant to this Section 8.5 during Rule 144(k) under the period starting with the date 45 days prior to the Corporate Manager’s estimated date Securities Act (or any successor provision having similar effect) without any volume, manner of filing ofsale or other restrictions, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable date on which no Holder owns any Registrable Securities (in any such case, such period being called the "SHELF REGISTRATION PERIOD"); PROVIDED, HOWEVER, that prior to comply with requirements the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Commission applicable Registration, of counsel for the Company satisfactory to the requested Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration (notwithstanding statement. The Company shall be deemed not to have used its commercially reasonable best efforts to so complykeep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) orIf at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file In connection with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall Company shall: (i) comply with all the provisions of Section 6(c) below and use its best efforts to cause effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and (ii) issue, upon the request of any Holder or purchaser of Series A Notes covered by any Shelf Registration Statement contemplated by this Agreement, Series B Notes having an aggregate principal amount equal to be declared effective the aggregate principal amount of Series A Notes sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall register Series B Notes on the Shelf Registration Statement for this purpose and issue the Series B Notes to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate. (iii) furnish to each Holder in connection with such exchange or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by the Commission as soon as reasonably practicable reference after the initial submission or filing thereof of such Registration Statement), which documents will be subject to the review and to keep comment of such Shelf Registration Statement effective Holders in connection with such sale, if any, for a period of at least 180 five business days. Any Shelf , and the Company will not file any such Registration Statement shall provide for the resale from time to time, and pursuant or Prospectus or any amendment or supplement to any customary method such Registration Statement or combination Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within five business days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of customary methods legally available (including, without limitation, an underwritten offering, a direct sale material fact or omit to purchasers state any material fact necessary to make the statements therein not misleading or a sale through brokers or agents) by fails to comply with the holders applicable requirements of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days Act; (iv) promptly prior to the Corporate Manager’s estimated date filing of filing ofany document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to each Holder in connection with such exchange or sale, if any, make the Company's representatives available for discussion of such document and other customary due diligence matters, and ending on a date 180 days following include such information in such document prior to the effective date offiling thereof as such Holders may reasonably request; (v) make available, a registration statement pertaining to an underwritten public offering of Corporate Shares at reasonable times, for the account inspection by each Holder and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Corporate Manager (an “IPO Company and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement”). In addition, if, while a Registration Request is pending pursuant Statement or any post-effective amendment thereto subsequent to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving thereof and prior to its effectiveness; (vi) deliver to each Holder without charge, as confidential; (ii) the Corporate Manager then is unable to comply with requirements many copies of the Commission applicable Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the requested registration use (notwithstanding its commercially reasonable efforts to so complyin accordance with law) orof the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

Shelf Registration Statement. Upon (a) Subject to the written request by Non-Managing Members holding Member Units other terms and conditions of this Agreement, the Company agrees to file with respect the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption made on a continuous basis pursuant to Section 8.4 Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (“Redemption Shares”such Registration Statement or Statements, collectively, the "Shelf Registration Statement") requesting Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use all of such Non-Managing Members’ Redemption Shares reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to use all reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act, subject to Section 2(d) hereof, for a period two years after the date on which all of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and Transfer Restricted Securities are sold (including those sold pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request option granted to the Non-Managing Members not a party Purchaser in the Purchase Agreement) to the Registration Request offering Purchaser (the "Effectiveness Period"), or such shorter period ending when there cease to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orTransfer Restricted Securities outstanding.

Shelf Registration Statement. Upon (a) The Company will cause, by June 30, 2002 (the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”"S-3 Filing Date"), the Corporate Manager agrees to confidentially submit or file be prepared and filed, and will use commercially reasonable efforts to have declared effective with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such within 60 days after filing, a Registration Request a shelf registration statement Statement on Form S-1 S-3 (or such other form of registration statement that the Company shall determine and that is reasonably satisfactory to the Holders) for an offering to be made on a continuous basis pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) under the Securities Act then available covering the Registrable Securities (the "Shelf Registration Statement" and such registration, the "Shelf Registration"); provided, however, that if the Company shall furnish to the Corporate Manager providing for the resale of all Holders a certificate signed by any executive officer of the Redemption Shares issuable Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Non-Managing Members participating Company to file the Shelf Registration Statement at such time and it is therefore essential to defer the filing of the Shelf Registration Statement, the Company shall have the right to defer such filing one time in any 12 month period for a reasonable period, not to exceed 60 days; provided further that, if the Completion Date (as defined in the Securities Purchase Agreement) is later than June 30, 2002, the S-3 Filing Date shall be 90 days after the Completion Date with respect to the Shares of Common Stock purchased on the Completion Date and the shares of Common Stock issuable upon exercise of the Warrant granted to any Holder on the Completion Date. The Shelf Registration Request Statement may be terminated (and the Company shall have no obligation to update the Shelf Registration Statement and may suspend sales thereunder) at such time as all Registrable Securities can be sold by their Holders within a three-month period without compliance with the registration requirements of the Securities Act pursuant to Rule 415 from time 144 (including Rule 144(k)) promulgated thereunder (the "Termination Date"). The Holders shall furnish to time (a “Shelf Registration Statement”); provided however, that not more than two the Company such registrations may occur each year. Except as provided in this Section 8.5information regarding themselves, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective Registrable Securities held by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to timethem, and pursuant the intended method of distribution of such securities as shall be required to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by effect the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewiththat connection, each Holder shall be required to represent that all such information which is given is both complete and accurate in all material respects. (b) So long as the Shelf Registration Statement is effective, the Corporate Manager willCompany will furnish to the Purchaser as soon as practicable after available (but in the case of the Company's Annual Report to Stockholders, within 20 120 days after receipt the end of any Registration Request, provide written notice each fiscal year of the Registration Request Company), (i) one copy of (A) its Annual Report to the Non-Managing Members Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted auditing standards certified by a national firm of certified public accountants), (B) if not a party to the Registration Request offering to them the right to include all of their Redemption Shares included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K, (C) if not included in substance in its Quarterly Reports to Stockholders, its quarterly reports on Form 10-Q during such fiscal year, and (D) a full copy of the particular Registration Statement. Notwithstanding Statement covering the Registrable Securities (the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing ofin each case, and ending on a date 180 days following the effective date ofexcluding exhibits), a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) upon the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orreasonable

Shelf Registration Statement. Upon (a) The Company, at its expense, agrees to file with the written request by Non-Managing Members holding Member Units with respect SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption made on a continuous basis pursuant to Section 8.4 Rule 415 covering all of the Registrable Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Registrable Securities, respectively (“Redemption Shares”) requesting each such Registration Statement filed by the Company pursuant to this Agreement a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Registrable Securities being sold. The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration Statement. The Company shall use all of such Non-Managing Members’ Redemption Shares reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such filing thereof, but in any event not later than the Effectiveness Target Date after the Closing Date, and to keep each Shelf Registration Request a shelf registration statement on Form S-1 or such other form Statement continuously effective under the Securities Act then available to until the Corporate Manager providing for the resale earlier of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing date that is two years after the date on which all of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that Notes are sold by the Corporate Manager had a bona fide business purpose for preserving as confidential; Company (including those sold pursuant to the option granted to the Initial Purchasers in the Purchase Agreement) to the Initial Purchasers (the "Effectiveness Period"), (ii) the Corporate Manager then is unable date when the Holders of Registrable Securities are able to comply with requirements of the Commission applicable sell all such securities immediately without restriction pursuant to the requested registration volume limitation provisions of Rule 144 under the Securities Act or any successor rule thereto or otherwise, or (notwithstanding its commercially reasonable efforts iii) the sale pursuant to so comply) orany Shelf Registration of all securities registered thereunder.

Shelf Registration Statement. (a) Upon the written request by Non-Managing Members holding Member Units with respect of the Holder (such written request to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant made no later than 3 months prior to the Scheduled Effectiveness Target Date if and to the extent the Holder desires to sell such Holder's Compensation Securities Act (a “Registration Request”), on or shortly after the Corporate Manager Scheduled Effectiveness Target Date) the Company agrees to confidentially submit or file with the Commission as soon as reasonably practicable following SEC (i) a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Corporate Manager’s receipt Compensation Securities or (ii) separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Compensation Exchange Notes and all of the Common Stock constituting Compensation Securities (such Registration Request a shelf registration statement Statement or Statements are collectively referred to herein as the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-1 or such other form S-3 under the Securities Act then or other appropriate form, such as Form S-1 or Form S-2, that is available to the Corporate Manager providing Company permitting registration of such Compensation Securities for resale by the resale of all of the Redemption Shares issuable to the Non-Managing Members participating Holder in the Registration Request pursuant manner or manners reasonably designated by such Holder (including, without limitation, up to Rule 415 from time three underwritten offerings). The Company shall not permit any securities other than the Compensation Securities to time (a “be included in any Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager The Company shall use its best reasonable efforts to cause such each Shelf Registration Statement to be declared effective by pursuant to the Commission Securities Act as soon promptly as reasonably is practicable after following the initial submission or filing thereof and to keep such each Shelf Registration Statement continuously effective under the Securities Act for a period two years after the date of at least 180 days. Any Shelf Registration Statement shall provide for original issuance of any of the resale from time Compensation Exchange Notes (subject to time, and extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) orCompensation Securities outstanding.

Shelf Registration Statement. Upon (a) Not later than November 5, 2021 (the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration RequestFiling Deadline”), the Corporate Manager agrees to confidentially submit or PTMN shall file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such a Registration Request a shelf registration statement Statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for N-2 covering the resale of all of the Redemption Shares issuable by Sellers on a delayed or continuous basis (the “Form N-2 Shelf”). (b) Subject to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in terms of this Section 8.5Agreement, the Corporate Manager Company shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so complycause the Form N-2 Shelf to be declared effective under the Securities Act no later than the 45th calendar day following the Filing Deadline, and shall use its reasonable efforts to keep such Form N-2 Shelf continuously effective under the Securities Act until the date that all Shares covered by such Registration Statement have been disposed by Sellers or until such time as all such Shares can be sold pursuant to Rule 144 under the Securities Act without volume or manner of sale restrictions thereunder. (c) PTMN shall notify Sellers by e-mail of the effectiveness of the Form N-2 Shelf on the same Business Day that PTMN telephonically confirms effectiveness with the SEC. PTMN shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Form N-2 Shelf shall provide for permitted means of disposition of the Shares, including agented transactions, sales directly into the market, and purchases or sales by brokers. Notwithstanding any other provision contained herein, PMTN shall have the right but not the obligation to suspend the use by Sellers of the Form N-2 Shelf for a period of up to 45 days: (i) if an event occurs as a result of which the Form N-2 Shelf and any related prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Form N-2 Shelf, file a new registration statement or supplement any related prospectus to comply with the Securities Act or the rules thereunder; (ii) upon issuance by the SEC of a stop order suspending the effectiveness of any Form N-2 Shelf or the initiation of legal proceedings with respect to such Form N-2 Shelf under Section 8(d) or 8(e) of the Securities Act; (iii) if PTMN believes that any such registration or offering (A) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of PTMN or (B) would require PTMN, under applicable securities laws and other laws, to make disclosure of material, non-public information that would not otherwise be required to be disclosed at that time and PTMN believes in good faith that such disclosures at that time would not be in PTMN’s best interests; (iv) PTMN elects at such time to offer its equity securities to (A) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (B) meet rating agency and other capital funding requirements; or (v) if PTMN is pursuing a primary underwritten offering of Common Stock pursuant to a Registration Statement (any such period contemplated by (i)-(v), a “Suspension Period”). In no event shall PTMN declare a Suspension Period more than four times in any 12-month period or for more than an aggregate of 75 days in any 12-month period. PTMN shall give written notice to Sellers of its declaration of a Suspension Period and of the expiration of the relevant Suspension Period. PTMN may require Sellers to furnish to PTMN such information regarding the distribution of the Shares and such other information relating to Sellers and its ownership of the Shares as PTMN may from time-to-time reasonably request in writing (provided that such information shall be used only in connection with such registration). Sellers agree to furnish such information to PTMN and to cooperate with PTMN as reasonably necessary to enable PTMN to comply with the provisions of this Section 9.3. All expenses incurred in connection with Form N-2 Shelf or registered offering covering the Shares, including all registration and filing fees, printing expenses, the fees and expenses of the independent certified public accountants, the fees and expenses of PTMN’s legal counsel and transfer agent’s fees, will be borne by PTMN. However, the fees and expenses of any attorneys for Sellers in connection with the Form N-2 Shelf and underwriters’, brokers’ and dealers’ discounts and commissions applicable to Shares sold for the account of Sellers (and any Taxes related thereto) will be borne by Sellers.

Shelf Registration Statement. Upon (a) If (i) because of any change in law or in applicable interpretations thereof by the written request staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Non-Managing Members holding Member Units Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 180 days of the date of this Agreement, (iii) Lazard so requests with respect to which the Notes (or the Private Exchange Notes) not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an aggregate Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Notes on the date of the exchange, the Company shall take the following actions: (i) The Company shall use its reasonable best efforts, at least 1,000,000 Corporate Shares may be issued upon redemption its cost, as promptly as practicable (but in no event more than the later of (i) 60 days after the Issue Date and (ii) 30 days after so required or requested pursuant to this Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”2), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request and thereafter shall use its reasonable best efforts to cause to be declared effective a shelf registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on Form S-1 or such other an appropriate form under the Securities Act then available relating to the Corporate Manager providing for the resale of all offer and sale of the Redemption Shares issuable to Transfer Restricted Notes by the Non-Managing Members participating in the Registration Request pursuant to Rule 415 Holders thereof from time to time (a “in accordance with the methods of distribution set forth in the Shelf Registration Statement”Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided provided, however, that not more no Holder (other than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager Owner Trustee and Lazard) shall use its best efforts be entitled to cause such Shelf Registration Statement to be declared effective have the Securities held by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares it covered by such Shelf Registration StatementStatement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder (including certain indemnification obligations). (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement have been sold pursuant thereto or can be sold pursuant to Rule 144(k) thereof. In connection therewithSubject to Section 6(b), the Corporate Manager willCompany shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided, however, that the Company shall not be deemed to have voluntarily taken any such action if it enters, in good faith, into negotiations concerning, or executes and delivers any agreement or other document relating to, any business combination, acquisition or disposition. (iii) Notwithstanding any other provision of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) No Holder of Securities may include any of its Securities in the Shelf Registration Statement unless such Holder furnishes to the Company in writing, within 20 10 business days after receipt of any Registration Request, provide written notice of a request therefor (which initial request shall be made within 40 days after the Registration Request Issue Date to the Non-Managing Members Holders of record on a date not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 more than 5 days prior to such request), such information and representations and warranties as the Corporate Manager’s estimated date Company may reasonably request for use in connection with the Shelf Registration Statement or prospectus or preliminary prospectus included therein. No Holder of filing ofSecurities shall be entitled to Special Interest, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.56 hereof, if such Holder's Securities are excluded from the Corporate Manager has determined Shelf Registration Statement because such Holder failed to furnish the Company in good faith that (i) writing such information and representations and warranties reasonably requested by the filing of a registration statement could jeopardize Company for use in connection with the Shelf Registration Statement or delay any contemplated material transaction prospectus or would require preliminary prospectus included therein. Each Holder as to which the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then Shelf Registration Statement is unable being effected agrees to comply with requirements of the Commission applicable furnish promptly to the requested registration (notwithstanding its commercially reasonable efforts Company all information required to so comply) orbe disclosed in order to make the information previously provided to the Company by such Holder not misleading.

Shelf Registration Statement. Upon 1.1 As soon as practicable following the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”)Effective Date, but in no event more than 30 days thereafter, the Corporate Manager agrees Company shall use reasonable best efforts to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such a Shelf Registration Request a shelf registration statement Statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 (as may be amended from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5time, the Corporate Manager “Initial S-1 Shelf”) and shall include in the Initial S-1 Shelf the Registrable Securities of each Holder who shall have timely requested inclusion therein of some or all of its Registrable Securities by written notice to the Company. The Company shall use its reasonable best efforts to cause such have the Initial S-1 Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission Company files the Initial S-1 Shelf but no later than the fifth Business Day following the date on which the Commission informs the Company that it does not intend to review the Initial S-1 Shelf or filing thereof and the fifth Business Day following the resolution or clearance of all Commission comments to the Initial S-1 Shelf, as applicable. 1.2 The Company shall use reasonable best efforts to keep the Initial S-1 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (a) the date on which the Replacement S-3 Shelf (as defined below) is effective and (b) the date on which all Registrable Securities covered by the Initial S-1 Shelf shall cease to be Registrable Securities (such earlier date, the “Initial S-1 Shelf Expiration Date”). 1.3 Until the Initial S-1 Shelf Expiration Date, the Company shall file any supplements or post-effective amendments required to be filed by applicable law so that (a) the Initial S-1 Shelf does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading and (b) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company's rights under Section 5. 1.4 Upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3, the Company shall use reasonable best efforts to amend the Initial S-1 Shelf to a Shelf Registration Statement effective for on Form S-3 or file a period of at least 180 days. Any Shelf Registration Statement on Form S-3 in substitution of the Initial S-1 Shelf (the “Replacement S-3 Shelf”) and cause the Replacement S-3 Shelf to be declared effective as soon as reasonably practicable thereafter. After the Replacement S-3 Shelf becomes effective, the Company shall provide for use its reasonable best efforts to keep the resale from time to timeReplacement S-3 Shelf continuously effective, and pursuant not subject to any customary method stop order, injunction or combination other similar order or requirement of customary methods legally available (includingthe Commission, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) until the date that all Registrable Securities covered by the holders of the Corporate Shares covered by Replacement S-3 Shelf shall cease to be Registrable Securities (such Shelf Registration Statement. In connection therewithdate, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days “Replacement S-3 Shelf Expiration Date”). 1.5 If prior to the Corporate Manager’s estimated date of filing ofReplacement S-3 Shelf Expiration Date there is not an effective Shelf Registration Statement on Form S-3, the Company shall promptly file a Shelf Registration Statement on Form S-1 (the “Subsequent S-1 Shelf”) and ending on a date 180 days following use its reasonable best efforts to have the Subsequent S-1 Shelf declared effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for by the account of the Corporate Manager (an “IPO Registration Statement”)Commission as soon as reasonably practicable. In addition, ifthe Company shall use reasonable best efforts to keep the Subsequent S-1 Shelf continuously effective, while a Registration Request and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (a) the date on which the Subsequent S-3 Shelf (as defined below) is pending pursuant effective and (b) the date that all Registrable Securities covered by the Subsequent S-1 Shelf shall cease to this Section 8.5be Registrable Securities (such earlier date, the Corporate Manager has determined in good faith “Subsequent S-1 Shelf Expiration Date”). Further, until the Subsequent S-1 Shelf Expiration Date, the Company will file any supplements or post-effective amendments required to be filed by applicable law so that (i) the filing Subsequent S-1 Shelf does not include any untrue statement of a registration statement could jeopardize material fact or delay omit to state any contemplated material transaction or would require fact necessary in order to make the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; statements therein not misleading and (ii) the Corporate Manager then is unable Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to comply with requirements the Company’s rights under Section 5. Upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3, the Company shall use reasonable best efforts to amend the Subsequent S-1 Shelf to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Commission applicable Subsequent S-1 Shelf (the “Subsequent S-3 Shelf”) and cause the Subsequent S-3 Shelf to be declared effective as soon as reasonably practicable thereafter. After the Subsequent S-3 Shelf becomes effective, the Company shall use its reasonable best efforts to keep the Subsequent S-3 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the date that all Registrable Securities covered by the Subsequent S-3 Shelf shall cease to be Registrable Securities. 1.6 Upon the request of any Holder whose Registrable Securities are not included in an effective Shelf Registration Statement at the time of such request, the Company shall use its reasonable best efforts to amend the Initial S-1 Shelf, the Replacement S-3 Shelf, the Subsequent S-1 Shelf or the Subsequent S-3 Shelf, as applicable, to include the Registrable Securities of such Holder; provided that the Company shall not be required to so amend such registration statement more than once every 90 days; and provided further that such Holder timely delivers all such information regarding the distribution of such Registrable Securities and such other information relating to such Holder and its Registrable Securities as the Company may reasonably request. Within five Business Days after receiving a request pursuant to the requested registration immediately preceding sentence, the Company shall give written notice of such request to all other Holders and shall include in such amendment all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten Business Days after the Company’s giving of such notice; provided that each requesting Holder timely delivers all such information regarding the distribution of such Registrable Securities and such other information relating to such Holder and its Registrable Securities as the Company may reasonably request; and provided further that the Company receives such information within the deadline presented by the Company, which deadline shall not be more than five Business Days prior to the anticipated filing of such amendment, but in no event earlier than three Business Days after the notice of the request for such information is given. 1.7 Notwithstanding any other provision of this Agreement, if any Commission Guidance sets forth a limitation of the number of Registrable Securities to be registered on a particular Shelf Registration Statement (notwithstanding the Company’s commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), which limitation exceeds the number of Registrable Securities not then registered, then, except to the extent that a Holder waives its right to have its Registrable Securities registered on such Shelf Registration Statement, the amount of Registrable Securities to be registered on such Shelf Registration Statement will be correspondingly reduced pro rata among the Holders based on the total number of unregistered Registrable Securities held by such Holders (such reduced Registrable Securities, the “Removed Shares”). In the event of a share removal of the Holders pursuant to this Section 1.7, the Company shall use its commercially reasonable efforts to so comply) orpromptly register the resale of any Removed Shares pursuant to this Section 1, whether by way of amending the applicable Shelf Registration Statement or by filing a new Shelf Registration Statement.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect The Company will use its reasonable best efforts to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or promptly file with the Commission as soon as reasonably practicable SEC, no later than forty-five (45) days following the Corporate Manager’s receipt date of such Registration Request this Agreement, a shelf registration statement on Form S-1 (or such other form under successor form) (the Securities Act then available to the Corporate Manager providing for “Form S-1 Shelf”) covering the resale of all the Registrable Securities (determined as of the Redemption Shares issuable two (2) business days prior to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (such submission or filing) on a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager delayed or continuous basis and shall use its best commercially reasonable efforts to cause have such Form S-1 Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such thereof, but no later than the earlier of (i) 75 days following the date of this Agreement if the Company is notified by the SEC that the Shelf Registration Statement effective for will not be “reviewed” (or 120 days following the date of this Agreement if the Company is notified by the SEC that the Shelf Registration Statement will be “reviewed”) and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Shareholders named in such Registration Statement and will promptly respond to any such SEC comments. Following the filing of the Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf into a period of at least 180 daysshelf registration statement on Form S-3 (or successor form) (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf. Any Such Shelf Registration Statement shall provide for the resale from time to time, and of the Registrable Securities included therein pursuant to any customary method or combination of customary methods legally available (includingto, without limitationand requested by, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by any Shareholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Corporate Shares covered by Company’s securities; provided that, for the avoidance of doubt, such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager other holders shall not be obligated entitled to effect a registration pursuant the rights of “Shareholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to this any Suspension that may occur as described in Section 8.5 during the period starting 2(i), and shall promptly prepare and file with the date 45 days prior to the Corporate Manager’s estimated date of filing ofSEC such amendments, including post-effective amendments, and ending on supplements as may be necessary to keep a date 180 days following Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration StatementShelf Period”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding The Company shall use its commercially reasonable best efforts to so comply) orpromptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units of the Holders of a majority of Registrable Securities (as defined below), the Company shall prepare and file or cause to be prepared and filed with respect the SEC promptly, but in no event later than ten business days, after receipt of such request a Registration Statement (as defined below) for an offering to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption made on a delayed or continuous basis pursuant to Section 8.4 Rule 415 of the Securities Act registering the resale from time to time by the Holders (“Redemption Shares”as defined below) requesting the registration of all of the Registrable Securities acquired by the Holders at such Non-Managing Members’ Redemption Shares pursuant to Closing (each a "Shelf Registration Statement"). *****. For the Securities Act (a “purposes of this Agreement, "Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf Statement" shall mean any registration statement on Form S-1 or such other form under the Securities Act then available of the Company that covers any of the Registrable Securities pursuant to the Corporate Manager providing for provisions of this Agreement, including the resale related Prospectus, all amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in such registration statement; "Registrable Securities" shall mean the Shares and any shares of all common stock which may be issued or distributed with respect to, or in exchange for, such Registrable Securities pursuant to a stock dividend, stock split or other distribution, merger, consolidation, recapitalization or reclassification or similar transaction; "Holders" shall mean any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Sections 7.1 or 9.4; and "Prospectus" shall mean the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the Redemption Shares issuable offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. The Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is unavailable, another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the Non-Managing Members participating methods of distribution set forth in the Shelf Registration Request Statement (such methods of distribution to include underwritten offerings and other methods designated in writing by the Holders pursuant to Rule 415 from time Section 7.3(d)). The Company shall not permit any securities other than the Registrable Securities to time (a “be included in the Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, the Corporate Manager The Company shall use its best commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as reasonably practicable date (the "Shelf Effectiveness Deadline Date") that, if the Registration Statement is to be filed on Form S-3, is thirty (30) days after receipt of the initial submission request for such filing, and, if the Registration Statement is to be filed on Forms ▇-▇, ▇-▇, or filing thereof and any other appropriate form permitting registration of such Registrable Securities for resale by such Holders, is ninety (90) days after receipt of the request for such filing. The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act (subject to Section 7.3(a)(v)) until the earlier of (x) the second anniversary of the date such Shelf Registration Statement is declared effective for a period and (y) the sale of at least 180 days. Any all of the Registrable Securities included in the Shelf Registration Statement shall provide for (such period as may be extended in accordance with the resale from time proviso in Section 7.3(a)(ii), the "Shelf Effectiveness Period"). Each Holder agrees that if such Holder wishes to time, and sell Registrable Securities pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewithStatement and related Prospectus, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares it will do so only in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to accordance with this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”7.3(a). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect (a) Parent shall use its commercially reasonable efforts to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf keep its registration statement on Form S-1 or such other form under S-3 (the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by the Seller for the sale of Registrable Securities until the date as of which there are no Registrable Securities outstanding. Without limiting the foregoing, Parent shall file on the Closing Date a Prospectus supplement naming the Seller (subject to receipt of information reasonably requested by Parent necessary to complete such Prospectus supplement); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, would not materially restrict or impair Seller’s rights to use the Corporate Manager shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, Parent hereby represents and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith warrants that (i) the filing Shelf Registration Statement referred to in this ‎Section 5.23 is an “automatic shelf registration statement” as defined under Rule 405 of a the Securities Act that has been filed with the SEC not earlier than three years prior to the date hereof; and no notice of objection of the SEC to the use of such registration statement could jeopardize or delay any contemplated material transaction or would require post-effective amendment thereto pursuant to Rule 401(g)(2) under the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidentialSecurities Act has been received by Parent; (ii) at the Corporate Manager then is unable time of initial filing of the Shelf Registration Statement and at the time of the most recent amendment thereto for purposes of compliance with Section 10(a)(3) of the Securities Act, and at the time Parent was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405; (iii) as of the date hereof, no order suspending the effectiveness of the Shelf Registration Statement has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against Parent or related to the offering has been initiated or threatened by the SEC; (iv) as of the applicable effective date of the Shelf Registration Statement and any amendment thereto, the Shelf Registration Statement complied and will comply with requirements the Securities Act, and the rules and regulations of the Commission SEC thereunder, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (v) as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If the continued use of the Shelf Registration Statement at any time would require Parent to make an Adverse Disclosure, Parent may, upon giving at least three days’ prior written notice of such action to the Seller, suspend use of the Shelf Registration Statement (an “Unusual Shelf Suspension”); provided that Parent shall not be permitted to exercise an Unusual Shelf Suspension (i) more than two times during any 12-month period or (ii) for a period exceeding 30 days on any one occasion. In addition, Parent may, upon giving at least three days’ prior written notice to the Seller, suspend the use of the Shelf Registration Statement during the regular quarterly period during which directors and officers of Parent are not permitted to trade under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of Parent then in effect until the expiration of such quarterly period (a “Regular Shelf Suspension,” together with an Unusual Shelf Suspension, a “Shelf Suspension”); provided that the right of Parent to cause a Regular Shelf Suspension shall not be applicable to holders of Registrable Securities for more than a total of 120 days during any 12-month period. In the requested case of a Shelf Suspension, the Seller shall suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, any Registrable Securities, upon receipt of the notice referred to above. Parent shall immediately notify the Seller upon the termination of any Shelf Suspension. Parent shall, if necessary, supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by Parent for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act. (notwithstanding c) Notwithstanding anything to the contrary, none of Parent, Buyer or any of their respective Subsidiaries or Affiliates shall have any obligation to prepare any Prospectus supplement (other than a Prospectus supplement to an existing shelf registration statement to name the Seller as selling shareholder), participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters. (d) Parent shall indemnify the Seller and, the Seller’s officers, managers, partners and members, and each person or entity, if any, that controls the Seller within the meaning of the Securities Act or Exchange Act, as applicable, (each, an “Indemnitee”), against any and all Damages arising out of or based upon (a) any violation by Parent (or any of its commercially reasonable efforts agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law or of any rule or regulation promulgated under the Securities Act, Exchange Act or any state securities law applicable to so complyParent and relating to action or inaction required of Parent under this Section 5.23 or in connection with the Shelf Registration Statement or Prospectus or (b) orany third party claim based upon any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement, Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433 under the Securities Act unless required to be filed as a result of its inclusion in a free writing prospectus prepared by the Seller without Parent’s prior written approval (for purposes of this section, the “Securities Act Information”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Parent shall not be liable to any such Indemnitee or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such Damages arise out of or are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Securities Act Information in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests that was furnished in writing to Parent for use in connection with the Securities Act Information contained therein by such Indemnitee or (ii) the Seller’s failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Seller by Parent at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in a final amended or supplemented Prospectus.

Shelf Registration Statement. Upon (a) If the written request by NonCompany is a well-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 known seasoned issuer (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to as defined in Rule 405 under the Securities Act (a “Registration Request”), Act) at the Corporate Manager agrees effective time of the Merger or otherwise eligible to confidentially submit offer securities under or file with automatic effectiveness, the Commission Company shall file, as soon promptly as reasonably practicable following the Corporate Manager’s receipt effective time of such Registration Request the Merger (which, for the avoidance of doubt, shall be within five (5) Business Days of the effective time of the Merger), a shelf registration statement on Form S-1 S-3 or such other any successor form thereto (“Form S-3”) providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however) in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Holders and including a plan and method of distribution substantially in the form of Exhibit A hereto. If the Company is not expected to be a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) immediately following the effective time of the Merger, that not more than two such registrations then, subject to the availability of a registration statement on Form S-3 to the Company, any of the Demand Stockholders may occur each year. Except by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as provided in this Section 8.5soon as reasonably practicable, the Corporate Manager shall and to use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or such filing thereof and to keep such date, a Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for relating to the resale offer and sale, from time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders amount of the Corporate Shares covered Registrable Securities then held by such Shelf Registration Statement. In connection therewith, Demand Stockholders that equals or is greater than the Corporate Manager will, within 20 Registrable Amount and including a plan and method of distribution substantially in the form of Exhibit A. (b) Within ten (10) days after receipt of any Registration Requesta Shelf Notice pursuant to Section 1.3(a), provide the Company will deliver written notice thereof to all other Holders of Registrable Securities. Each other Holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with this Agreement and the plan and method of distribution set forth in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such Holder of Registrable Securities. (c) Subject to Section 1.3(d), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Section 3.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Request Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to such Holders a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if one or more Demand Stockholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demand Stockholder(s) intend to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), the Company shall promptly, and in a manner reasonably agreed with such Demand Stockholder(s) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with (x) a Non-Managing Members not a party Marketed Underwritten Shelf Offering that will be completed prior to the Registration Request offering to them one (1) year anniversary of the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoingClosing Date or (y) a Marketed Underwritten Shelf Offering, the Corporate Manager shall not be obligated to effect a registration inclusion of Registrable Securities by any other Holders pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”1.3). In addition, if, while The Demand Stockholders shall have the right to request only a Registration Request is pending total of four (4) Shelf Offerings pursuant to this Section 8.5, the Corporate Manager has determined in good faith that 1.3(e) and (i) any Marketed Underwritten Shelf Offering shall be subject to the filing provisions of 1.1(e)(ii) as if such Underwritten Shelf Offering were a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information Demand Registration (provided that the Corporate Manager had a bona fide business purpose for preserving as confidential; references therein to six months shall be deemed to refer to four months) and (ii) the Corporate Manager then Demand Stockholders cannot effect any Non-Marketed Underwritten Shelf Offering within 30 days of any other Underwritten Shelf Offering. In connection with any Shelf Offering that is unable an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”) unless the Take-Down Notice is executed by or on behalf of all the Demand Stockholders as well as all of the other Large Holders (even if all the Demand Stockholders and other Large Holders are not participating in such Marketed Underwritten Shelf Offering), the Company shall forward the Take-Down Notice to comply all other Large Holders whose Registrable Securities are included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such Large Holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such Large Holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such Large Holder. In connection with any Shelf Offering that is an Underwritten Offering but is not a Marketed Underwritten Shelf Offering (a “Non-Marketed Underwritten Shelf Offering”) and which will be completed no later than the one (1) year anniversary of the Closing Date, unless the Take-Down Notice is executed on behalf of all of the Demand Stockholders as well as all of the Large Holders (even if all the Large Holders are not participating in such Non-Marketed Underwritten Shelf Offering) the Company shall forward the Take-Down Notice to all other Large Holders whose Registrable Securities are included on the Shelf Registration Statement and the Company and such Demand Stockholder(s) shall permit each such Large Holder to include its Registrable Securities included on the Shelf Registration Statement in the Non-Marketed Underwritten Shelf Offering if such Large Holder notifies the proposing Demand Stockholder(s) and the Company within whatever time period the proposing Demand Stockholders determine is required given the anticipated timing of such Non-Marketed Underwritten Shelf Offering as set forth in the relevant Take-Down Notice. (f) Except as provided in the immediately succeeding sentence, the right of the Other Holders to offer and sell Registrable Securities registered on a Shelf Registration Statement shall be limited to sales by such Other Holders in transactions satisfying the requirements of Rule 144(f) under the Commission Securities Act. For the avoidance of doubt, no Other Holders will be entitled to participate in Shelf Offerings unless the Demand Stockholders determine otherwise in a written notice delivered to the Company and such Other Holders (in which case such Other Holders shall be treated the same as a Large Holder with respect to such Shelf Offerings). (g) During the period from the Closing Date until the one year anniversary of the Closing Date, (a) without the prior written consent of each of the Demand Stockholders the Co-Invest Entity will not make any offer or sale of Registrable Securities pursuant to a Shelf Registration Statement (including any offer and sale that is not an Underwritten Offering) unless such offer and sale pursuant to the Shelf Registration Statement has been initialed by a Demand Stockholder or Demand Stockholders and (b) in the event that one or more Demand Stockholders propose to offer and sell any Registrable Securities pursuant to a Shelf Registration Statement then such Demand Stockholder(s) shall provide the Co-Invest Entity an opportunity to participate in such offer and sale on a pro rata basis in proportion to its ownership of Registrable Securities and on the same terms applicable to such Demand Stockholder(s) with any notice of such proposed offer and sale to the requested registration Co-Invest Entity and the timing of its response to participate in such offer and sale being determined by the Demand Stockholder(s) proposing such offer and sale in light of the timing of the proposed transaction. This Section 1.3(g) is solely for the benefit of the Demand Stockholders and the Co-Invest Entity. (notwithstanding its commercially reasonable efforts h) For the avoidance of doubt, any Shelf Offering will be subject to so complySections 1.1(g) orand (h).

Shelf Registration Statement. Upon (a) From and after the second anniversary of Closing, the Company shall: (i) as promptly as practicable, but in any event not later than 30 days upon receipt of written request by Non-Managing Members notice from a Holder or Holders holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 50% of the Registrable Securities (collectively, the “Redemption SharesMajority Holder”) requesting (the registration of all of such Non-Managing Members’ Redemption Shares pursuant to date, the Securities Act (a “Registration RequestFiling Date”), the Corporate Manager agrees to confidentially submit or prepare and file with the Commission as soon as reasonably practicable following SEC a “Shelf” Registration Statement (the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”) covering the resale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders, to be made on a continuous basis pursuant to Rule 415. The Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S−3, in which case such registration shall be on another appropriate form in accordance herewith, reasonably acceptable to Holders of a majority of the Registrable Securities); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, modified by the Corporate Manager shall Company as necessary to conform to comments from the SEC; (ii) use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective under the 1933 Act as promptly as possible after the filing thereof, but in any event prior to the 90th day (or the 120th day in the case of a “full review” by the Commission as soon as reasonably practicable SEC) after the initial submission or filing thereof and to keep such date of the request (the “Effectiveness Date”); (iii) within two Business Days after the Shelf Registration Statement effective for is declared effective, file a period final Prospectus with the SEC pursuant to Rule 424 and notify the Holders via facsimile of at least 180 days. Any effectiveness of the Shelf Registration Statement; (iv) use its reasonable best efforts to keep the Shelf Registration Statement shall provide for continuously effective under the resale from 1933 Act until such time to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares as all Registrable Securities covered by such Registration Statement have been sold or cease to be Registrable Securities (the “Effectiveness Period”); (v) during the Effectiveness Period, furnish to each Holder with respect to the Registrable Securities registered under the Shelf Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of Prospectuses and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by such Holder; (vi) during the Effectiveness Period, notify each holder of Registrable Securities covered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (vii) file documents required of the Company for normal Blue Sky clearance in states specified in writing by any Holder; provided that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (b) From the date hereof until the earlier of the date the Shelf Registration Statement is declared effective under the 1933 Act or the date the Investor no longer holds any Registrable Securities, subject to the rights of ▇▇ ▇▇▇▇▇▇, LLC under the ▇▇ ▇▇▇▇▇▇ Rights Agreement, unless agreed to by the Majority Holder, the Company shall not file, nor permit the filing of, any Registration Statement other than the Shelf Registration Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the Commission applicable to the requested registration (notwithstanding its commercially reasonable efforts to so comply) or.