Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and [[Organization B: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 [[Organization B:Organization]]’s stock option or other employee benefit plans, then [[Organization B:Organization]] shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, [[Organization B:Organization]] shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that [[Organization B:Organization]] shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions by such Holder.

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement # filed in connection with any employee stock option or other benefit plan on Form S-8, # for a dividend reinvestment plan or # in connection with a merger or acquisition, then the Company shall # give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and # offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

Tender Back Provision. If, in the context of a lawsuit involving Grantee or any other person or entity arguing on Grantee’s behalf, any court determines that any provisions of Section 2 are void, invalid, illegal, or otherwise unenforceable, Grantee shall be required to immediately return to the Company 70% of all monies paid out under Paragraph 2 of the Restricted Stock Award Agreement, or to return 70% of any unsold shares the Grantee still owns of such Restricted Stock awarded under Paragraph 2 of the Restricted Stock Award Agreement. For purposes of this section, the amount to be paid back shall be determined by ascertaining the value and amount the share(s) sold for at the time that the Grantee actually sold such share(s).

Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of ​, a perfected (to the extent perfection is required under the Loan Documents) Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens not prohibited hereunder), shall be filed or be in proper form for filing,

Filings, Registrations and Recordings. (i) Each Uniform Commercial Code and PPSA financing statement required by this Agreement, any related agreement or under Applicable Law or reasonably requested by [[Organization B:Organization]] to be filed, registered or recorded in order to create, in favor of [[Organization B:Organization]], a perfected security interest in or Lien upon the Collateral subject to such financing statements shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and [[Organization B:Organization]] shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; and # [[Organization B:Organization]] shall have received the results of searches listing all effective financing statements, judgments and Tax Liens which name any of the Loan Parties as debtor, together with copies of such financing statements, judgment filings and Tax Lien filings, none of which, except for Permitted Liens, shall cover any of the Collateral;

Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement or PPSA or LGTOC registration statement) required

No Piggyback on Registrations. Neither the [[Organization A:Organization]] nor any of its security holders (other than the [[Organization B:Organization]] in such capacity pursuant hereto) may include securities of the [[Organization A:Organization]] in the Registration Statement contemplated by this Agreement, other than the Registrable Securities.

Compliance with Executive Compensation Claw-back Laws. The Company has adopted an executive compensation recoupment policy providing that the Company reserves the right, where permitted or required in accordance with applicable federal or state laws and regulations, to recoup any Annual Awards made pursuant to this Plan, if the affected Participant’s Annual Award was paid or would be payable on the basis of erroneous financial or operational information, including but not limited to the Business Criteria, with respect to any Performance Period during which erroneous financial or business information was used to calculate any Performance Targets or Annual Awards provided hereunder. In addition, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), every publicly-traded company will be required to adopt a policy whereby, in the event of a restatement, the Company will recover from current and former Executives any incentive-based compensation, for the three years preceding the restatement, that would not have been awarded under the restated financial statements. Notwithstanding anything contained herein to the contrary, when this provision of the Dodd-Frank Act becomes effective, the Annual Awards of all executive officers of the Company shall be subject to the revised executive compensation recoupment policy to be adopted by the Committee.

"Claw-back Policy" means the Parker-Hannifin Corporation Claw-back Policy, as amended from time to time, or any successor policy.

SECTION # Consents, Registrations, Approvals, etc. 15