Common use of Demand Rights Clause in Contracts

Demand Rights. (a) At any time, and from time to time, (i) after the Effective Date, any Grenadier Holder and (ii) from and after ninety (90) calendar days after the Effective Date, any Holder, including any Grenadier Holder, (each, respectively, a “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its desire to have some or all of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $50 million of Registrable Securities, as determined by reference to the volume weighted average price for such Registrable Securities on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by such Demanding Holder. Upon receipt of the Demand Registration Notice, if the Company has not already caused the Registrable Securities to be registered on a Shelf Registration that the Company then has on file with, and has been declared effective by, the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or thirty (30) calendar days in the case of an S-3 Registration pursuant to Section 2.2(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder or group of Demanding Holders, and any other Holders that elect to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC, with respect to the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of the date on which all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Notice.

Demand Rights. If, at any time Delta Holdings shall desire to sell any or all of the Subject Stock, or any "New Securities" (aas defined in Section 3.4 hereof) At any timeacquired by Delta Holdings pursuant to Section 3.4 hereof (for purposes of this Section 3.3, the "Subject Stock" shall include such New Securities), under circumstances requiring registration under the Securities Act of 1933, as amended (the "Securities Act"), and from time to time, (i) after the Effective Date, any Grenadier Holder and (ii) from and after ninety (90) calendar days after the Effective Date, any Holder, including any Grenadier Holder, (each, respectively, a “Demanding Holder”) may deliver to the Company a shall so advise ASA Holdings by written notice (which notice shall specify the number of shares of the Subject Stock proposed to be sold, describe the method of proposed sale and contain an undertaking by Delta Holdings to provide all such information and to take all such action as may be required in order to permit ASA Holdings to comply with all applicable requirements of the Securities and Exchange Commission (the "SEC") and to obtain acceleration of the effective date of such registration statement), ASA Holdings shall promptly prepare and file a “Demand Registration Notice”) informing registration statement with the Company SEC relating to such Subject Stock designated in such notice and use its reasonable best efforts to cause such registration statement to become effective and remain effective for a period of its desire to have some or all of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $50 million of Registrable Securities, as determined by reference to the volume weighted average price for such Registrable Securities on the New York Stock Exchange six months (or such other securities exchange lesser period as the parties may agree); provided, however, that ASA Holdings shall not be obligated to effect more than three such registrations. If the plan of distribution specified by Delta Holdings with respect to any such registration involves the selection of a managing underwriter or market on which underwriters, such managing underwriter or underwriters shall be chosen by Delta Holdings, subject to the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by reasonable approval of ASA Holdings. In connection with any such Demanding Holder. Upon receipt of the Demand Registration Noticeregistration, if the Company has not already caused the Registrable Securities to be registered on a Shelf Registration that the Company then has on file withASA Holdings will make such filings, and has been declared effective by, the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause such filings to become effective, so that the Subject Stock proposed to be filed with sold shall be registered or qualified for sale under the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (securities or thirty (30) calendar days in the case of an S-3 Registration pursuant to Section 2.2(b)) following receipt Blue Sky laws of such notice, a registration statement and related prospectus that complies jurisdictions as to form and substance in all material respects with applicable SEC rules providing shall be reasonably appropriate for the sale distribution of the Subject Stock covered by such Demanding Holder or group of Demanding Holdersthe registration statement; provided, and any other Holders however, that elect ASA Holdings shall not be required to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC, with respect to the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, a broker or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but dealer in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of the date on which all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company jurisdiction where it is not obligated then so registered or to take qualify to do business as a foreign corporation in any action upon receipt jurisdiction where it is not then so qualified or to file any general consent to service of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Noticeprocess.

Demand Rights. (a) At any timetime in connection with or after an Initial Public Offering, and from time to timethe Demand Investors shall have the right, (i) after the Effective Date, any Grenadier Holder and (ii) from and after ninety (90) calendar days after the Effective Date, any Holder, including any Grenadier Holder, (each, respectively, by delivering a “Demanding Holder”) may deliver joint written notice to the Company a written notice (a “Demand Registration Investor Notice”) informing to cause the Company to exercise its demand rights under the Registration Rights Agreement (an “Investor Demand Registration”) such that the Company causes the Registering Entity to register and sell publicly up to a number of LLC Owned Shares equal to the sum (such sum being referred to herein as the “Demand LLC Owned Shares”) of (x) the number of Individual Attributable Common Shares that such Demand Investors requested to be included in such Investor Demand Registration as set forth in the Demand Investor Notice plus (y) a number of LLC Owned Shares equal to the product of (1) the aggregate number of Individual Attributable Common Shares held by all Members (other than the Demand Investors requesting such Investor Demand Registration) and (2) the Individual Demand Percentage applicable to such Investor Demand Registration as set forth in the Demand Investor Notice (the amount of Individual Attributable Common Shares calculated pursuant to clause (y), the “Dragged LLC Owned Shares”), which shall be allocated to each Member (other than the Demand Investors requiring such Investor Demand Registration) according to such Member’s Individual Ownership Percentage. Upon receipt by the Company of its desire a Demand Investor Notice, the Company shall promptly deliver a written notice to have some or all of its Registrable Securities registered for sale; provided that each other Member regarding such proposed registration (such notice to include the Individual Demand Percentage exercised by such Demand Registration Notice covers Investors, and the corresponding number of Dragged LLC Owned Shares relating to each other Member which will be included in such Investor Demand Registration). Within five (x5) not less than $50 million days of Registrable Securities, as determined by reference to the volume weighted average price for such Registrable Securities on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by such Demanding Holder. Upon Company’s receipt of the Investor Demand Registration NoticeRegistration, if the Company has not already caused the Registrable Securities to be registered on a Shelf Registration that the Company then has on file with, and has been declared effective by, the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed deliver a notice of demand to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts Registering Entity which shall include the request to cause to be filed with the SEC as soon as reasonably practicable after receiving register and sell publicly the Demand Registration NoticeLLC Owned Shares. In any Investor Demand Registration, but in no event more than forty-five the Demand Investors requesting such registration shall have the right, upon notice to the Company, to select the managing underwriter (45which shall be of nationally recognized reputation) calendar days (or thirty (30) calendar days in to administer the case of an S-3 Registration pursuant to Section 2.2(b)) following offering contemplated by the Investor Demand Registration. Upon the receipt of such notice, a registration statement the Company shall, pursuant to rights to be granted to the Company under the Registration Rights Agreement, cause such managing underwriter (as identified by the Demand Investors) to be selected by the Registering Entity for such offering. The Members acknowledge and related prospectus agree that complies as to form and substance in all material respects with applicable SEC rules providing for any cutbacks or other restrictions on any Investor Demand Registration under the sale by such Demanding Holder or group of Demanding Holders, and any other Holders that elect to register their Registrable Securities as provided below, of all Registration Rights Agreement will affect each of the Registrable Securities requested Members on a pro rata basis (based on the number of Demand LLC Owned Shares then related to be registered by each such Holders (the “Demand Registration Statement”Member), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC, with respect to the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give distribute the proceeds of the sale of any Demand LLC Owned Shares that are the subject of an Investor Demand Registration to the Members in accordance with the provisions of Article IX. Demand Investors may withdraw an Investor Demand Registration at any time prior to its effectiveness by the SEC by delivering a joint written notice to the Company. Upon receipt of the proposed filing a notice of withdrawal from the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereofInvestors, the Company agrees to use commercially reasonable shall, and shall cause the Registering Entity to, cease all efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier secure effectiveness of the date on which all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Noticeapplicable registration statement.

Demand Rights. (a) At Upon written request of Shareholders made at any timetime after two years following the date of the closing of the purchase of the Laidxxx Xxxck, Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and from time Sections 2.3 and 2.4, file (and use its reasonable efforts to timecause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by Shareholders (i) after except any such state in which, in the Effective Dateopinion of the managing underwriter of the offering, any Grenadier Holder the failure to so qualify would not materially and (ii) from and after ninety (90) calendar days after adversely affect the Effective Dateproposed offering), any Holderin accordance with the intended method or methods of disposition set forth in that notice, including any Grenadier Holder, (each, respectively, a “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of its desire to have some or all of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $50 million number of Registrable Securities, as determined may be designated by reference Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, including the name and address of any proposed underwriter; provided, that all offerings If the distribution proposed to be effected pursuant to this Section 2.2 involves an underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the volume weighted average price for maximum number of securities specified by the managing underwriter. In such a case, priority shall be afforded to Registrable Securities, and such Other Securities shall be completely eliminated before the number of Registrable Securities on is reduced. Company may delay the New York Stock Exchange filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or but not longer than 90 Shareholders shall be entitled to request not more than three registrations under this Section 2.2 (y) all Registrable Securities held by such Demanding Holder. Upon receipt of the Demand Registration Notice, if the Company has not already caused the Registrable Securities to be registered on a Shelf Registration provided that the Company then has on file with, and has been declared effective by, the SEC and which remains filing of a registration statement in effect and not subject to any stop order, injunction more than one Designated Jurisdiction in connection with a concurrent or other order or requirement of the SEC (in which event the Company substantially concurrent distribution shall be deemed for the purposes of this Agreement to have satisfied its be a single registration). However, if Shareholders request a registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice2.2, but in no event more than forty-five (45) calendar days (or thirty (30) calendar days in the case of an S-3 Registration pursuant to Section 2.2(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder or group of Demanding Holders, and any other Holders that elect to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared becomes effective by the SEC, with respect to the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities covered by such request, then such request shall not count as soon as practicable (but in no event less than five (5) calendar days before a request for purposes of determining the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder requests for registration Shareholders may requestmake under this Section 2.2. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information If there is an effective registration statement requested by the Company in the Offer Notice. Subject Shareholders pursuant to this Section 5.1 hereof2.2, the Shareholders may require the Company agrees to use commercially reasonable efforts to keep delay the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary registration statement relating to shares of Common Stock or delay its effectiveness, for that purposea reasonable period (but not longer than 90 days) until if, in the earlier sole judgment of the date on which all Shareholders, a delay is necessary in order to avoid materially and adversely affecting the disposition of Shares pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale Company or any of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated its subsidiaries or issuable pursuant to take any action upon receipt of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Notice.a

Demand Rights. Upon written notice to the Company (athe "Registration Demand"), at any time beginning eleven (11) At any timemonths after the Effective Date and within the three (3) year(s) period following the Effective Date hereof, and from time to time, given (i) after the Effective Date, any Grenadier Holder and by Sellers or (ii) by Ellis or at least two persons tx xxxm the Shares have been transferred from ADS, or AWS or Ellis (individually and after ninety (90) calendar days after collectxxxxx, the Effective Date"Selling Shareholders"), any Holderthat such persons contemplate the sale or transfer of all or part of the Shares under circumstances that may require registration of such shares under the Act, including any Grenadier Holder, (each, respectively, a “Demanding Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of shall, at its desire to have some or all of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $50 million of Registrable Securitiesown expense, as determined by reference to the volume weighted average price for such Registrable Securities on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by such Demanding Holder. Upon promptly as possible after receipt of the Demand such Registration NoticeDemand, if the Company has not already caused the Registrable Securities to be registered on a Shelf Registration that the Company then has on file with, and has been declared effective by, the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (or thirty (30) calendar days in the case of an S-3 Registration a registration statement pursuant to Section 2.2(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder or group of Demanding Holders, and any other Holders that elect to register their Registrable Securities as provided below, of all 5 of the Registrable Securities requested to be registered by such Holders (Act on the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SECappropriate registration form, with respect to the first offer and sale (or other disposition) of the Shares for which the Company shall have received such Demand Registration Statement, as soon as reasonably practical from Demand. Within thirty (30) business days after receiving the Effective Date, and with respect to subsequent Demand Registration Statements, upon, or as soon as practicable followingDemand, the Company shall notify all the Selling Shareholders and advise them that the Company is proceeding with the filing thereofof a registration statement (or notification) and the Company shall offer to include for registration under such registration statement (or notification) the Shares of those Selling Shareholders. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and not be obligated to register the Shares of any such number Selling Shareholder unless such other Selling Shareholder accepts the Company's offer of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company registration in writing within three ten (310) days after such offer is made. A Selling Shareholder shall make only one registration demand in any calendar year. The Company shall take all action necessary to file such registration statement and cause it to become effective within one hundred twenty (120) days after receipt of receiving said Registration Demand. Except as provided below, the Offer Notice cost of such registration statement (including any attorneys' fees, accounting fees and include underwriters' fees) shall be borne solely by the Selling Shareholders whose Shares are registered, on a pro rata basis in proportion to the Shares owned by each Selling Shareholder, if the Company elects not to offer any Shares for its own account pursuant to the registration statement or notification; provided that if the Company includes any of its Shares in such written notice the information requested by registration statement or notification, the Company in shall pay all costs of such registration, other than the Offer Noticeunderwriter's discount and any underwriter expenses. Subject to Any provision of this Section 5.1 hereof2 notwithstanding, if any registration demand is made by Ellis, the Company agrees to use commercially reasonable efforts xxx all costs of such registration, without regard to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of the date on which all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, whether the Company is not obligated registering Shares for sale on its own account, but Ellis shall be responsible for xxx underwriter's discount and underwriter's expenses. If only the Shares of the Selling Shareholders are included in such notification or registration statement, no Shares of the Company shall be registered for a period of 90 days following the date offering of the Shares is completed. Demand registration rights under this Section 2(b) shall terminate on the day prior to take any action upon receipt the third anniversary of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Noticethe Effective Date.

Demand Rights. If, at any time following the Closing, the Purchaser shall desire to sell any or all of the Shares or any voting securities acquired by the Purchaser pursuant to Section 4.4 hereof (a) At any timefor purposes of this Section 4.3 "Shares" shall include such voting securities), under circumstances requiring registration under the Securities Act, and from time to time, (i) after the Effective Date, any Grenadier Holder and (ii) from and after ninety (90) calendar days after the Effective Date, any Holder, including any Grenadier Holder, (each, respectively, a “Demanding Holder”) may deliver to shall so advise the Company a by written notice (a “Demand Registration Notice”) informing which notice shall specify the number of Shares proposed to be sold, describe the method of proposed sale and contain an undertaking by the Purchaser to provide all such information and to take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement), the Company shall promptly prepare and file a registration statement with the SEC relating to such Shares and use its desire reasonable best efforts to have some or all cause such registration statement to become effective and remain effective for a period of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $50 million of Registrable Securities, as determined by reference to the volume weighted average price for such Registrable Securities on the New York Stock Exchange six months (or such other securities exchange or market on which lesser period as the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by such Demanding Holder. Upon receipt of the Demand Registration Noticeparties may agree); provided, if the Company has not already caused the Registrable Securities to be registered on a Shelf Registration however, that the Company then has on file withshall not be obligated to effect more than two such registrations. If the plan of distribution specified by the Purchaser with respect to any such registration involves the selection of a managing underwriter or underwriters, such managing underwriter or underwriters shall be chosen by the Purchaser, subject to the approval of the Company, which approval shall not be unreasonably withheld. In connection with any such registration, the Company will make such filings, and has been declared effective by, the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause such filings to become effective, so that the Shares proposed to be filed with sold shall be registered or qualified for sale under the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (securities or thirty (30) calendar days in the case of an S-3 Registration pursuant to Section 2.2(b)) following receipt Blue Sky laws of such notice, a registration statement and related prospectus that complies jurisdictions as to form and substance in all material respects with applicable SEC rules providing shall be reasonably appropriate for the sale distribution of the Shares covered by such Demanding Holder or group of Demanding Holdersthe registration statement; provided, and any other Holders however, that elect the Company shall not be required to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC, with respect to the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, a broker or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but dealer in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of the date on which all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company jurisdiction where it is not obligated then so registered or to take qualify to do business as a foreign corporation in any action upon receipt jurisdiction where it is not then so qualified or to file any general consent to service of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Noticeprocess.

Demand Rights. If, at any time after the Purchaser obtains any of the Shares hereunder, the Purchaser shall desire to sell any or all of the Shares or any voting securities acquired by the Purchaser pursuant to Section 5.4 hereof (a) At any timefor purposes of this Section 5.3 "Shares" shall include such voting securities), under circumstances requiring registration under the Securities Act, and from time to time, (i) after the Effective Date, any Grenadier Holder and (ii) from and after ninety (90) calendar days after the Effective Date, any Holder, including any Grenadier Holder, (each, respectively, a “Demanding Holder”) may deliver to shall so advise the Company a by written notice (a “Demand Registration Notice”) informing which notice shall specify the number of Shares proposed to be sold, describe the method of proposed sale and contain an undertaking by the Purchaser to provide all such information and to take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement), the Company shall promptly prepare and file a registration statement with the SEC relating to such Shares and use its desire reasonable best efforts to have some or all cause such registration statement to become effective and remain effective for a period of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $50 million of Registrable Securities, as determined by reference to the volume weighted average price for such Registrable Securities on the New York Stock Exchange six months (or such other securities exchange or market on which lesser period as the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by such Demanding Holder. Upon receipt of the Demand Registration Noticeparties may agree); provided, if the Company has not already caused the Registrable Securities to be registered on a Shelf Registration however, that the Company then has on file withshall not be obligated to effect more than two such registrations. If the plan of distribution specified by the Purchaser with respect to any such registration involves the selection of a managing underwriter or underwriters, such managing underwriter or underwriters shall be chosen by the Purchaser, subject to the approval of the Company, which approval shall not be unreasonably withheld. In connection with any such registration, the Company will make such filings, and has been declared effective by, the SEC and which remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause such filings to become effective, so that the Shares proposed to be filed with sold shall be registered or qualified for sale under the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than forty-five (45) calendar days (securities or thirty (30) calendar days in the case of an S-3 Registration pursuant to Section 2.2(b)) following receipt Blue Sky laws of such notice, a registration statement and related prospectus that complies jurisdictions as to form and substance in all material respects with applicable SEC rules providing shall be reasonably appropriate for the sale distribution of the Shares covered by such Demanding Holder or group of Demanding Holdersthe registration statement; provided, and any other Holders however, that elect the Company shall not be required to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC, with respect to the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, a broker or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but dealer in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of the date on which all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company jurisdiction where it is not obligated then so registered or to take qualify to do business as a foreign corporation in any action upon receipt jurisdiction where it is not then so qualified or to file any general consent to service of a Demand Registration Notice delivered within ninety process. (90) days of a prior Demand Registration Notice.b)

Demand Rights. If, at any time Delta Holdings shall desire to sell any or all of the Subject Stock, or any "New Securities" (aas defined in Section 3.4 hereof) At any timeacquired by Delta Holdings pursuant to Section 3.4 hereof (for purposes of this Section 3.3, the "Subject Stock" shall include such New Securities), under circumstances requiring registration under the Securities Act of 1933, as amended (the "Securities Act"), and from time to time, (i) after the Effective Date, any Grenadier Holder and (ii) from and after ninety (90) calendar days after the Effective Date, any Holder, including any Grenadier Holder, (each, respectively, a “Demanding Holder”) may deliver to the Company a shall so advise ASA Holdings by written notice (a “Demand Registration Notice”) informing which notice shall specify the Company number of its desire to have some or all of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than $50 million of Registrable Securities, as determined by reference to the volume weighted average price for such Registrable Securities on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date or (y) all Registrable Securities held by such Demanding Holder. Upon receipt shares of the Demand Registration Notice, if the Company has not already caused the Registrable Securities Subject Stock proposed to be registered on sold, describe the method of proposed sale and contain an undertaking by Delta Holdings to provide all such information and to take all such action as may be required in order to permit ASA Holdings to comply with all applicable requirements of the Securities and Exchange Commission (the "SEC") and to obtain acceleration of the effective date of such registration statement), ASA Holdings shall promptly prepare and file a Shelf Registration that the Company then has on file with, and has been declared effective by, registration statement with the SEC relating to such Subject Stock designated in such notice and which remains in effect and not subject to any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause such registration statement to become effective and remain effective for a period of not less than six months (or such lesser period as the parties may agree); provided, however, that ASA Holdings shall not be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event obligated to effect more than forty-five (45) calendar days (or thirty (30) calendar days in three such registrations. If the case plan of an S-3 Registration pursuant to Section 2.2(b)) following receipt of such notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale distribution specified by such Demanding Holder or group of Demanding Holders, and any other Holders that elect to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (the “Demand Registration Statement”), and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC, Delta Holdings with respect to any such registration involves the first such Demand Registration Statement, as soon as reasonably practical from the Effective Date, and with respect to subsequent Demand Registration Statements, upon, or as soon as practicable following, the filing thereof. The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of the date on which all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to take any action upon receipt selection of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Notice.managing underwriter or underwriters, such managing underwriter or underwriters shall be chosen by Delta Holdings, subject to the reasonable approval of

Demand Rights. Upon written request of the Apollo/Blackstone ------------- Shareholders made at any time (a) At any timebut subject to the limitations on sales of Registrable Securities in the Shareholders Agreement), the Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and from time ----------- Sections 2.3 and 2.4, file (and use its reasonable efforts to timecause to become ------------ --- effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by the Apollo/Blackstone Shareholders (iexcept any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by the Apollo/Blackstone Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be ----------- registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") after and the Effective Dateproposed manner of sale, ------------------------ including the name and address of any Grenadier Holder and (ii) from and after ninety (90) calendar days after the Effective Dateproposed underwriter; provided, any Holder, including any Grenadier Holder, (each, respectively, that all -------- offerings contemplated by a “Demanding Holder”) may deliver request for registration under this Section 2.2 ----------- shall be underwritten offerings involving a distribution of Registrable Shares to the Company public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "Significant Stockholder"), under circumstances in ----------------------- which it would reasonably be expected to not result in any person becoming a written notice (Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by the Apollo/Blackstone Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, the Apollo/Blackstone Shareholders shall not be permitted to make a “Demand Registration Notice”) informing demand for registration pursuant to this Section unless the Company number of its desire to have some or all of its Registrable Securities registered for sale; provided that covered by such Demand Registration Notice covers demand is at least 2,500,000 shares of Common Stock (xor securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company) or such lesser number of shares as would yield gross proceeds of not less than $50 million based on the average closing price of Registrable Securities, as determined by reference the Common Stock (and assuming that the market price of shares of Junior Preferred Stock was equal to the volume weighted average market price for of the shares of Common Stock into which such Registrable Securities on shares would then be convertible) over the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five ten trading days day period immediately preceding the applicable determination date or of the written request hereunder (y) all with the gross proceeds of Senior Preferred Stock deemed to be its liquidation preference on the date of such demand). No Shareholders other than the Apollo/Blackstone Shareholders and their Related Transferees shall have demand registration rights. If the distribution proposed to be effected pursuant to this Section ------- 2.2 involves an underwritten offering of Registrable Securities held by such Demanding Holder. Upon receipt and securities --- of the Demand Registration Notice, if the Company has not already caused the other than Registrable Securities ("Other Securities"), and if ---------------- the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be registered on sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a Shelf Registration that case, first priority shall be afforded to Registrable Securities in accordance with the Company then has on file withthird and fourth paragraph of Section 2.1, and has been declared effective bysuch Other Securities, the SEC and which remains in effect and not subject to the limitations set forth in ----------- such third and fourth paragraphs. Company may delay the filing of any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation statement requested under this Section 2.1)2.2, then the Company will use or delay its effectiveness, for a reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Registration Noticeperiod (but ----------- not longer than 90 days) if, but in no event more than forty-five (45) calendar days (or thirty (30) calendar days in the case sole judgment of an S-3 Registration pursuant Company's Board of Directors, (i) a delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of Company in view of disclosures that may be thereby required. Once the cause of the delay is eliminated, Company shall promptly notify the Apollo/Blackstone Shareholders and, promptly after Shareholders notify Company to Section 2.2(b)) following receipt of such noticeproceed, Company shall file a registration statement and related prospectus begin performance of its other obligations under this Section 2.2. ----------- The Apollo/Blackstone Shareholders shall be entitled to request not more than nine registrations under this Section 2.2 (provided that complies as to form and substance the filing of ----------- -------- a registration statement in all material respects more than one Designated Jurisdiction in connection with applicable SEC rules providing a concurrent or substantially concurrent distribution shall be deemed for the sale by such Demanding Holder or group purposes of Demanding Holders, and any other Holders that elect to register their Registrable Securities as provided below, of all of the Registrable Securities requested this Agreement to be registered by such Holders (a single registration). However, if the “Demand Registration Statement”)Apollo/Blackstone Shareholders request a registration under this Section 2.2, and agrees (subject to Sections 5.1 and 6.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared ----------- but no registration statement becomes effective by the SEC, with respect to the first Registrable Securities covered by such Demand Registration Statementrequest, then such request shall not count as soon as reasonably practical from a request for purposes of determining the Effective Date, and with respect number of requests for registration the Apollo/Blackstone Shareholders may make under this Section 2.2. ----------- If there is an effective registration statement requested by the Apollo/Blackstone Shareholders pursuant to subsequent Demand Registration Statements, upon, or as soon as practicable followingthis Section 2.2, the ----------- Apollo/Blackstone Shareholders may require the Company to delay the filing thereof. The Company shall give written notice of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the proposed filing of Apollo/Blackstone Shareholders, a delay is necessary in order to avoid materially and adversely affecting the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and such notice shall offer such Holders the opportunity to participate in such Demand Registration Statement (the “Offer Notice”) and to register such number disposition of Registrable Securities as each such Holder may request. Holders who wish pursuant to include their Registrable Securities in the Demand Registration Statement must notify offering by the Shareholders; provided that the foregoing shall not limit the Company's right to -------- file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company in writing within three (3) calendar days or any of receiving the Offer Notice and include in such written notice the information requested by its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company in the Offer Notice. Subject to Section 5.1 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing or any of any amendments and supplements necessary for that purpose) until the earlier of the date on which all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Noticeits subsidiaries.