Common use of Underwritten Registrations Clause in Contracts

Underwritten Registrations. The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Qualified Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers underwriters that will administer the offering will be selected by the Qualified Holders of holding a majority of such Registrable Securities included in such offering, subject to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Qualified Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Notwithstanding anything herein to the contrary, no Securities covered by any a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter be sold in an underwritten offering for reoffering to under the publicShelf Registration Statement without the prior written consent of the Company. If any of the Registrable Entitled Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Registrable Entitled Securities to be included in such offering, subject to the Company’s consent of the Trust (which consent shall not be unreasonably withheld withheld, conditioned or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Entitled Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders In the event that the Company fails to effect the Exchange Offer or file any Shelf Registration Statement and maintain the effectiveness of Registrable Securities covered by any Shelf Registration Statement as provided herein, the Company shall not file any Registration Statement who desire with respect to do so may sell such any securities (within the meaning of Section 2(l) of the 0000 Xxx) of the Company other than Registrable Securities to an underwriter in an underwritten offering for reoffering to the publicSecurities. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering will be selected by the Majority Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust (Company, which consent shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewithwithheld. No Person Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Person Holder (ia) agrees to sell such Person’s Holder's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders If any of Registrable the Transfer Restricted Securities covered by any Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s Registrable person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. Except as provided in Section 4, the Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to selling securityholders.

Underwritten Registrations. The Holders In the event that the Company fails to effect the Exchange Offer or file any Shelf Registration Statement and maintain the effectiveness of Registrable Securities covered by any Shelf Registration Statement as provided herein, the Company shall not file any Registration Statement who desire with respect to do so may sell such any securities (within the meaning of Section 2(l) of the 0000 Xxx) of the Company other than Registrable Securities to an underwriter in an underwritten offering for reoffering to the publicSecurities. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering will be selected by the Majority Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust (Company, which consent shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewithwithheld. No Person Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Person Holder (ia) agrees to sell such PersonHolder’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (iib) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust Company (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust Trustee (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Notwithstanding anything herein to the contrary, no Securities covered by any a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter be sold in an underwritten offering for reoffering to under the publicShelf Registration Statement without the prior written consent of the Company. If any of the Registrable Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject to the Company’s consent of the Trust (which consent shall not be unreasonably withheld withheld, conditioned or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Qualified Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Qualified Holders of holding a majority of such Registrable Securities included in such offering, subject to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Qualified Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust Trustee (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders A Holder of Registrable Securities covered by any a Shelf Registration Statement who desire desires to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holder (or, if more than one Holder, by Holders of a majority of such Registrable Securities included in such offering), subject to the consent of the Trust Company (which shall not be unreasonably withheld or delayed), and such Holders Holder shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (iA) agrees to sell such Person’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (iiB) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders If any of Registrable the Transfer Restricted Securities covered by any Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. Except as provided in Section 4, the Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to selling securityholders.

Underwritten Registrations. The Holders Each Holder of Registrable the Transfer Restricted Securities covered by hereby agrees with the Company and each other Holder that no Holder of the Transfer Restricted Securities may participate in any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering hereunder unless the Company gives its prior written consent to the publicsuch underwritten offering (which it is under no obligations to do). If any of the Registrable Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject offering and shall be reasonably satisfactory to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewithCompany. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("MANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities to be included in such offering, subject to the consent offering (provided that Holders of Common Stock issued upon conversion of the Trust (which Notes shall not be unreasonably withheld or delayeddeemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Notes from which such Common Stock was converted), and provided, however, that such Holders shall Managing Underwriters will be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewithreasonably acceptable to the Company. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any a Demand Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer manage the offering will be selected by the Holders of not less than a majority of such the Registrable Securities included in such offering, subject to be sold thereunder and will be reasonably acceptable to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewithCompany. No Person Holder of Registrable Securities may participate in any underwritten registration hereunder pursuant to a Registration Statement filed under this Agreement unless such Person Holder (a) agrees to (i) agrees to sell such Person’s Holder's Registrable Securities on the basis reasonably provided in and in compliance with any underwriting arrangements approved by the Persons entitled hereunder Holders of not less than a majority of the Registrable Securities to approve such arrangements be sold thereunder and (ii) comply with Rules 10b-6 and 10b-7 under the Exchange Act and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; PROVIDED, HOWEVER, that no Holder of Registrable Securities shall be required to enter into a custody or escrow agreement or power of attorney with respect to Registrable Securities to be sold in connection with such underwriting arrangements.

Underwritten Registrations. The Qualified Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers underwriters that will administer the offering will be selected by the Qualified Holders of holding a majority of such Registrable Securities included in such offering, subject to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Qualified Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, diligence materials and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders If any of Registrable the Transfer Restricted Securities covered by any Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("MANAGING UNDERWRITERS") will be selected by the Notice Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject to offering (provided that the consent Holders of the Trust (which Shares issued upon conversion of Notes shall not be unreasonably withheld or delayed)deemed Holders of Shares, and such Holders but shall be responsible for all underwriting commissions deemed to be Holders of the aggregate principal amount of Notes from which such Shares were converted) and discounts and any transfer taxes in connection therewithshall be reasonably acceptable to the Company. No Person Holder may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s Registrable Holder's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons Holders entitled hereunder to approve such arrangements and (ii) completes and executes all questionnairesquestionnaires (including the Notice and Questionnaire), powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust Limited Partnership (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders If any of Registrable the Transfer Restricted Securities covered by any Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("MANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject to the consent of the Trust Company (which shall not be unreasonably withheld or delayed), ) and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. For purposes of this Section 8, the Company agrees that any Initial Purchaser shall be acceptable as a Managing Underwriter. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s Registrable person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust Company (which shall not be unreasonably withheld or delayed), and and, notwithstanding anything contained herein to the contrary, such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Notwithstanding anything herein to the contrary, no Securities covered by any a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter be sold in an underwritten offering for reoffering to under the publicShelf Registration Statement without the prior written consent of the Company. If any of the Registrable Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject to the Company’s consent of the Trust (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders If any of Registrable the Transfer Restricted Securities covered by any Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("MANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject to the consent approval of the Trust Company (which shall not be unreasonably withheld or delayed), withheld) and provided that at least 10% of the outstanding Transfer Restricted Securities are included in such Holders underwritten offering. The Company shall not be responsible obligated to arrange for all underwriting commissions and discounts and any transfer taxes in connection therewithmore than two underwritten offerings during the Shelf Registration Period. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s Registrable person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders If any of Registrable the Transfer Restricted Securities covered by any Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering; provided, subject however, the -------- ------- Company shall have the right to the consent of the Trust (approve such Managing Underwriters which approval shall not be unreasonably withheld or delayed), withheld. The Issuers shall pay the fees and expenses of such Holders investment bankers and managers only to the extent specifically provided in Section 4. In no event shall the Issuers be responsible for all paying any underwriting discounts or commissions and discounts and any transfer taxes in connection therewithwith such underwritten offering. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s Registrable person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust Company and the Guarantor (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust Trustee (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders If any of Registrable the Transfer Restricted Securities covered by any Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject offering and shall be reasonably satisfactory to the consent Company. The Company shall pay all fees and expenses of such investment bankers' and managers' only to the Trust (which extent specifically provided in Section 4. In no event shall not be unreasonably withheld or delayed), and such Holders shall the Company be responsible for all paying any underwriting discounts or commissions and discounts and any transfer taxes in connection therewithwith such underwritten offering. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s Registrable person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders If any of Registrable the Transfer -------------------------- Restricted Securities covered by any Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by --------------------- the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject to the consent of the Trust Company (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s Registrable person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable a majority in aggregate principal amount of the Securities, Exchange Securities covered by any and Private Exchange Securities eligible to be included in a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in on one occasion request an underwritten offering for reoffering to the publicoffering. If any of the Registrable Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities included in such offering, subject to the consent of the Trust Company (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s Registrable person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders If any of Registrable the Transfer Restricted Securities covered by any Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering; provided, subject however, the Issuers shall have the right to the consent of the Trust (approve such Managing Underwriters, which approval shall not be unreasonably withheld or delayed), withheld. The Issuers shall pay the fees and expenses of such Holders investment bankers and managers only to the extent specifically provided in Section 4. In no event shall the Issuers be responsible for all paying any underwriting discounts or commissions and discounts and any transfer taxes in connection therewithwith such underwritten offering. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s Registrable person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders If any of Registrable the Transfer Restricted Securities covered by any Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Registrable Transfer Restricted Securities to be included in such offering, subject to the consent of the Trust Company (which shall not be unreasonably withheld or delayed), ) and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. For purposes of this Section 8, the Company agrees that any Initial Purchaser shall be acceptable as a Managing Underwriter. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s Registrable person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust Trustee (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the publicpublic if the Company consents, in its sole discretion to such method of distribution. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust Company (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. The Holders of Registrable Securities covered by any a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the publicpublic if the Company consents to such method of distribution. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust Company (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Person’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) The Holders of Registrable Securities covered by any a Shelf Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the publicpublic (the “Underwritten Holders”), subject to the consent of the Company (which shall not be unreasonably withheld or delayed). If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Company and the Holders of a majority of such Registrable Securities included participating in such offering, subject to the consent of the Trust (which shall not be unreasonably withheld underwritten offering or delayed), and such Holders reoffering shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person person may participate in any underwritten registration hereunder unless such Person person (i) agrees to sell such Personperson’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.