Common use of Inconsistent Agreements Clause in Contracts

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is Not, and not a party suffer or permit any other Group Member to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (i) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to its Obligations hereunder or under any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingother Loan Document, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) prohibit Borrower or any other Group Member from granting to Agent and the Third Party is required Lender a Lien on any of its assets that constitute Collateral or (iii) other than pursuant to enter into the agreements provided for any agreement in Section 3 hereof (as if it were Wyndham) effect on the terms Closing Date and for the period applicable to Wyndham (including preventing sales set forth on Schedule 7.9, or pursuant to Rule 144 the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) and 7.1(k) but solely to the Securities Actextent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) if requested customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) [Reserved], (e) related to any sale, transfer, disposition or conveyance of property permitted by Section 7.5(b) pending such sale, transfer, disposition or conveyance, solely to the sole Underwriter assets subject to such sale, transfer, disposition or lead managing Underwriter in an Underwritten Offering initiated by Holders conveyance of Registrable Securities property and (f) prohibitions and limitations that exist pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders applicable requirements of Wyndham's other issued and outstanding securities under any such agreementslaw.

Inconsistent Agreements. Wyndham is Not, and not a party permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (a) be violated or breached by any borrowing by Borrower hereunder or by the provisions of this Agreement nor has Wyndham entered into performance by Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the date hereof (including granting incidental registration rights with respect ability of any other Loan Party to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (includingpay dividends or make other distributions to Borrower or any other Subsidiary, without limitationor pay any Debt owed to Borrower or any other Subsidiary, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the Third Party is required cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to enter into purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the agreements provided for property or assets securing such Debt or the property leased or licensed, (B) customary provisions in Section 3 hereof leases and other contracts restricting the assignment thereof, (as if it were WyndhamC) on the terms restrictions and conditions imposed by law, (D) those arising under any Loan Document or any Subordinated Debt document and (E) customary provisions in contracts for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under disposition of any assets; provided that the Securities Act) if requested by the sole Underwriter or lead managing Underwriter restrictions in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted any such contract shall apply only to the Holders hereunder do not in any way conflict with assets or Subsidiary that is to be disposed of and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsdisposition is permitted hereunder. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Inconsistent Agreements. Wyndham is Not, and not a party suffer or permit any other Loan Party to, and will not on or after the date of this Agreement enter into, into any agreement containing any provision which conflicts with would (i) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into Borrower hereunder or by the performance by the Borrower or any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares other Loan Party of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (ii) prohibit the date hereof Borrower or any other Loan Party from granting to the Agent and the Lender a Lien on any of its assets that constitute Collateral or (including granting incidental registration rights with respect iii) other than pursuant to the Loan Documents, create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any other Subsidiary to (x) pay dividends or make other distributions to the Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to the Borrower or any Wholly-Owned Subsidiary, (y) make loans or advances to the Borrower or any Wholly-Owned Subsidiary or (z) transfer any of its assets or properties to the Borrower or any Wholly-Owned Subsidiary, except, in the case of clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (d) prohibitions and limitations that exist pursuant to Applicable Law, (e) customary restrictions and conditions contained in agreements relating to (A) the sale of a Subsidiary or assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that are to be filed or maintained sold and such sale is permitted hereunder) if , and only if (iB) the Third-Party's registration rights acquisition of the Borrower provided that the acquisition agreement shall provide that all amounts due and payable under this Agreement shall be Paid in Full upon the closing of such transaction; (including, without limitation, demand registration rightsf) provide customary provisions in joint venture agreements (and other similar agreements) provided that such provisions apply only to such joint venture or such other arrangement and to the Holders Capital Stock of Registrable Securities who seek to participate in such registration joint venture or such other arrangement; and (whether g) customary net worth provisions or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority similar financial maintenance provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated any agreement entered into by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsa Subsidiary.

Inconsistent Agreements. Wyndham is Not, and not a party permit any Restricted Subsidiary to, and will not on enter into any agreement, document or instrument after the date of this Agreement enter into, Closing Date containing any agreement provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on Borrower hereunder or after by the date of this Agreement modify in any manner adverse to performance by the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Borrower of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Borrower or any Restricted Subsidiary from granting to the Administrative Agent and the Lenders, a Lien on any of its assets (including other than any provision in any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, the Huntington Debt, Nonrecourse Debt or Permitted Receivables Transactions that prohibits the Borrower or such Restricted Subsidiary from granting incidental registration rights a Lien to the Administrative Agent and the Lenders upon the asset or assets which secure such Debt or otherwise directly corresponding with respect such financing), or (c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Restricted Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders of Registrable Securities who seek to participate in such registration (whether Borrower or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided any Wholly-Owned Subsidiary, or pay any Debt owed to the Holders hereunder as if such registration were a Required Registration (includingBorrower or any other Restricted Subsidiary, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter make loans or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted advances to the Holders hereunder do not in Borrower or any way conflict with and are not inconsistent with the rights granted Restricted Subsidiary or (iii) transfer any of its assets or properties to the holders Borrower or any Restricted Subsidiary, other than (A) customary restrictions and conditions contained in agreements relating to the sale of Wyndham's all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions, other issued than those prohibited by clause (b), imposed by any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, the Huntington Debt, Nonrecourse Debt, Permitted Receivables Transactions and outstanding securities under any such agreementsother secured Debt permitted by this Agreement and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Inconsistent Agreements. Wyndham The Company is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham the Company entered into any such agreement, and Wyndham the Company will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham the Company from granting registration rights, which become exercisable from and after the ClosingClosings (as defined in the Securities Purchase Agreement), to any Person (a "Third Party") who becomes an owner of shares of any of Wyndhamthe Company's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii2(a)(ii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndhamthe Company) on the terms and for the period applicable to Wyndham the Company (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndhamthe Company's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is not a party to, and will not ----------------------- on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is Not, and not a party permit any Restricted Subsidiary to, and will not on enter into any agreement, document or instrument after the date of this Agreement enter into, Closing Date containing any agreement provision which conflicts with would (a) be violated or breached by any borrowing by the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on Borrower hereunder or after by the date of this Agreement modify in any manner adverse to performance by the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares Borrower of any of Wyndham's capital stock after its Obligations hereunder or under any other Loan Document, (b) prohibit the date hereof Borrower or any Restricted Subsidiary from granting to the Administrative Agent and the Lenders, a Lien on any of its assets (including other than any provision in any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, Nonrecourse Debt or Permitted Receivables Transactions that prohibits the Borrower or such Restricted Subsidiary from granting incidental registration rights a Lien to the Administrative Agent and the Lenders upon the asset or assets which secure such Debt or otherwise directly corresponding with respect such financing), or (c) create or permit to exist or become effective any Registration Statement required encumbrance or restriction on the ability of any Restricted Subsidiary to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide pay dividends or make other distributions to the Holders Borrower or any Wholly-Owned Subsidiary, or pay any Debt owed to the Borrower or any other Restricted Subsidiary, (ii) make loans or advances to the Borrower or any Restricted Subsidiary or (iii) transfer any of Registrable Securities who seek its assets or properties to participate the Borrower or any Restricted Subsidiary, other than, in each case of clause (a) through (c), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such registration sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (whether B) restrictions or not such registration is initiated hereunder) rights no less favorable to such Holders conditions, other than those rights provided prohibited by clause (b), imposed by any agreement relating to Debt secured by Liens permitted under Section 7.02(k), Acquired Debt, Nonrecourse Debt, Permitted Receivables Transactions and other secured Debt permitted by this Agreement and, (C) restrictions or conditions, other than those prohibited by clause (b), imposed by any agreement relating to other Debt not prohibited by Section 7.01, to the Holders hereunder as if extent such registration were a Required Registration (including, without limitation, restrictions are not materially more restrictive than the priority provisions restrictions contained in Section 2(a)(iii))this Agreement, provided, further, however, that if such registration is not initiated as determined in good faith by the Initial Holders Borrower, (D) any agreement in effect at the time a Person becomes a Restricted Subsidiary, so long as such registration shall agreement was not be deemed one entered into in contemplation of such Person becoming a Restricted Subsidiary, (E) any restrictions imposed pursuant to the eight Required Registrations for purposes of Triumph Acquisition Agreement, (F) restrictions or conditions in the limitations documentation governing any Senior Notes that are not materially more restrictive than the restrictions contained in the second paragraph of Section 2(a)(i)Senior Notes Indenture, as determined in good faith by the Borrower, and (iiG) customary provisions in leases and other contracts restricting the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities under any such agreementsassignment thereof.

Inconsistent Agreements. Wyndham The Company is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham the Company entered into any such agreement, and Wyndham the Company will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham the Company from granting registration rights, which become exercisable from and after the ClosingClosings (as defined in the 17 173 Securities Purchase Agreement), to any Person (a "Third Party") who becomes an owner of shares of any of Wyndhamthe Company's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii2(a)(ii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndhamthe Company) on the terms and for the period applicable to Wyndham the Company (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndhamthe Company's other issued and outstanding securities under any such agreements.

Inconsistent Agreements. Wyndham is not a party to, and will not on or after the date of this Agreement enter into, any agreement which conflicts with the provisions of this Agreement nor has Wyndham entered into any such agreement, and Wyndham will not on or after the date of this Agreement modify in any manner adverse to the Holders any such agreement; provided, however, that nothing in this sentence shall prohibit Wyndham from granting registration rights, which become exercisable from and after the Closing, to any Person (a "Third Party") who becomes an owner of shares of any of Wyndham's capital stock after the date hereof (including granting incidental registration rights with respect to any Registration Statement required to be filed or maintained hereunder) if and only if (i) the Third-Party's registration rights (including, without limitation, demand registration registra tion rights) provide to the Holders of Registrable Securities who seek to participate in such registration (whether or not such registration is initiated hereunder) rights no less favorable to such Holders than those rights provided to the Holders hereunder as if such registration were a Required Registration (including, without limitation, the priority provisions contained in Section 2(a)(iii)), provided, further, however, that if such registration is not initiated by the Initial Holders such registration shall not be deemed one of the eight Required Registrations for purposes of the limitations contained in the second paragraph of Section 2(a)(i), and (ii) the Third Party is required to enter into the agreements provided for in Section 3 hereof (as if it were Wyndham) on the terms and for the period applicable to Wyndham (including preventing sales pursuant to Rule 144 under the Securities Act) if requested by the sole Underwriter or lead managing Underwriter in an Underwritten Offering initiated by Holders of Registrable Securities pursuant to Section 2(a). The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of Wyndham's other issued and outstanding securities securi ties under any such agreements.