No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be # amended other than by a written instrument signed by both parties hereto or # waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver that complies with the foregoing but that disproportionately, materially and

Registration Rights Agreement; Registration Rights. The Registration Rights Agreement has been duly authorized and, at the Initial Closing Date, will have been duly executed and delivered by the Parent and the Company, and will be a valid and binding agreement of the Parent and the Company, enforceable against the Parent and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. There are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to any registration statement or otherwise registered by the Company Group under the Securities Act.

Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than Fifteen Thousand and No/100 United States Dollars ($15,000), being immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

Piggyback Registration Rights. The Company hereby grants to the Buyer the registration rights set forth on Exhibit B hereto.

Registration Rights Agreement. Each of the Parties agrees that for all purposes under the Registration Rights Agreement, # the defined term “Non-Voting NEP Common Units” shall be deleted, # the words “Non-Voting NEP Common Units” in the definition of Issuance Date shall be deleted and replaced with the words “Common Units”, # the words “upon conversion of the Non-Voting NEP Common Units” in the definition of Registrable Securities shall be deleted, # the words “that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units” in [Section 2.02(a)] and [Section 2.03(a)] of the Registration Rights Agreement shall be deleted and replaced with the words “that were outstanding as of the Issuance Date”, and # WRP Investco L.P. and WRP Investco II L.P. shall be Holders thereunder.

The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The Investor may not assign its rights under this Agreement without the written consent of the Company, other than to an affiliate of the Investor.

Piggy Back Registration Rights. If at any time during the Effectiveness Period there is no effective Registration Statement covering all of the Shares then issued and outstanding and the [[Organization A:Organization]] shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the [[Organization A:Organization]] shall include in such registration statement all of such Shares. For clarity, the provisions of this [Section 6(h)] shall require that the [[Organization A:Organization]] include the Shares to be issued pursuant to Section of the Securities Purchase Agreement on the first registration statement it files following the date hereof.

AMENDMENT OF REGISTRATION RIGHTS.