Common use of Number of Demand Registrations Clause in Contracts

Number of Demand Registrations. The Company shall not be required to prepare and file a registration statement pursuant to this Section 5.02 if (i) a Rollover Demand Holder and its Direct Permitted Transferees cease to own at the time of making the Request Notice twenty-five percent (25%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and (ii) the Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder. In addition, the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, (ii) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose of all of the Registrable Securities requested to be registered by CSFB with its initial two Demand Registrations; provided that the Company shall not be obligated to attend or participate in any "road shows" if such third and final Demand Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) pursuant to this Section 5.02. Sponsor and its Affiliates will be entitled to an unlimited number of Demand Registrations. It being understood that if two or more Demand Holders make a collective Demand Registration, such Demand Registration will count pursuant to this Section 5.02(b) as a Demand Registration for each such Demand Holder. It is hereby acknowledged and agreed by the parties that any Registrable Securities included in a registration statement on behalf of an Incidental Demand Holder will not count as a Demand Registration for such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (the "DH Representative") in connection with such Demand Registration and the Company shall only be obligated to communicate with such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalf.

Number of Demand Registrations. Notwithstanding the foregoing Section 6(a)(i) and subject to the restrictions therein and herein, (A) each of the Principal Investors and the Spectrum Investors shall have the right to an unlimited number of Demand Registrations of their respective Registrable Stock on Form S-3 or any equivalent or successor form under the Securities Act, but no more than two such Demand Registrations shall be effected within any 12 month period, and the right to no more than two Demand Registrations of their respective Registrable Stock on Form S-1 or any equivalent or successor form under the Securities Act and (B) the Investors that are not Principal Investors or Spectrum Investors, as a group, shall have the right to no more than one Demand Registration, which Demand Registration shall be on Form S-3 or any equivalent or successor form under the Securities Act (the “Coinvestor Demand”), and shall have no right to a Demand Registration on Form S-1 or any equivalent or successor form under the Securities Act; provided, however, the Company need not effect a Demand Registration on behalf of any such Investors that are not Principal Investors or Spectrum Investors unless such Investors that are not Principal Investors or Spectrum Investors are requesting a Demand Registration with respect to Registrable Stock with an aggregate price to the public of at least $200 million. The Company shall not be required to prepare cause a registration pursuant to Section 6(a)(i) to be declared effective within a period of 90 days after the date any other Company registration statement was declared effective pursuant to a Demand Registration request or a filing for the Company’s own behalf. A Demand Registration may be withdrawn prior to the filing of the registration statement with respect to such Demand Registration by the Investor that made such Demand Registration request and file a registration statement pursuant may be withdrawn prior to this Section 5.02 if (i) the effectiveness thereof by the holders of a Rollover Demand Holder and its Direct Permitted Transferees cease to own at the time of making the Request Notice twenty-five percent (25%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and (ii) the Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder. In addition, the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, (ii) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose of all majority of the Registrable Securities requested to be registered by CSFB with its initial two Demand Registrations; provided that the Company Stock included therein, and, in either such event, such withdrawal shall not be obligated to attend or participate in any "road shows" if such third and final Demand Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) pursuant to this Section 5.02. Sponsor and its Affiliates will be entitled to an unlimited number of Demand Registrations. It being understood that if two or more Demand Holders make a collective Demand Registration, such Demand Registration will count pursuant to this Section 5.02(b) treated as a Demand Registration for each purposes of this Section 6(a)(ii). Investors owning a majority of Registrable Stock with respect to a Coinvestor Demand shall have the right to control all decisions regarding such Coinvestor Demand Holder. It is hereby acknowledged and agreed by the parties that any Registrable Securities included in a registration statement on behalf of an Incidental Demand Holder will not count as a Demand Registration for (including whether to effectuate or terminate such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (the "DH Representative") in connection with such Demand Registration and the Company shall only be obligated to communicate with such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalfCoinvestor Demand).

Number of Demand Registrations. (i) The Company shall be obligated to prepare, file and use its reasonable best efforts to cause to become effective pursuant to this Section 3.1 no more than five (5) Registration Statements in the aggregate, which Registration Statements shall be allocated as follows: (A) each Major Stockholder will have the right to make a Demand Request with respect to one (1) registration in such Major Stockholder’s sole discretion (each, an “Individual Demand”) in which such Major Stockholder will have priority; and (B) two or more Major Stockholders, acting jointly, will have the right to make a Demand Request with respect to two (2) registrations (each, a “Collective Demand”); provided, that no Major Stockholder, nor any Major Stockholders acting jointly, shall be entitled to make more than one Demand Request during any 9-month period. (ii) If any Major Stockholder is entitled pursuant to the terms of this Section 3.1 to make a Demand Request and elects to make a Demand Request, such Major Stockholder (in such capacity the “Exercising Stockholder”) shall give the other Major Stockholders (in such capacity, the “Nonexercising Stockholders”) written notice of its intent to make a Demand Request (a “Demand Exercise Notice”) not less than ten (10) business days prior to the date such Demand Request is to be made. Each of the Nonexercising Stockholders may elect to join in such Demand Request and include its Registrable Securities on a pari passu basis with the Registrable Securities of the Exercising Stockholder by notifying the Exercising Stockholder of such Nonexercising Stockholder’s intent and the number of such Registrable Securities desired to be included not more than seven (7) business days following receipt of the Demand Exercise Notice, in which case such Demand Request shall be deemed to be a Collective Demand and, in such case, each such participating Major Stockholder shall be deemed to be an Exercising Stockholder. Notwithstanding the foregoing, after any Major Stockholder acting as a Nonexercising Stockholder shall have elected to join in the Demand Request of an Exercising Stockholder, such Exercising Stockholder shall not be required to prepare and file a registration statement pursuant to comply with the provisions of this Section 5.02 if (i) a Rollover Demand Holder and its Direct Permitted Transferees cease to own at the time of making the Request Notice twenty-five percent (25%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and paragraph (ii) the with respect to a subsequent Demand Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held made by such Demand Holder. In addition, the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, (ii) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose of all of the Registrable Securities requested to be registered by CSFB with its initial two Demand Registrations; provided that the Company shall not be obligated to attend or participate in any "road shows" if such third and final Demand Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) pursuant to this Section 5.02. Sponsor and its Affiliates will be entitled to an unlimited number of Demand Registrations. It being understood that if two or more Demand Holders make a collective Demand Registration, such Demand Registration will count pursuant to this Section 5.02(b) as a Demand Registration for each such Demand Holder. It is hereby acknowledged and agreed by the parties that any Registrable Securities included in a registration statement on behalf of an Incidental Demand Holder will not count as a Demand Registration for such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (the "DH Representative") in connection with such Demand Registration and the Company shall only be obligated to communicate with such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalfExercising Stockholder.

Number of Demand Registrations. The Company Holders shall not be required entitled to prepare and file a registration statement pursuant to this Section 5.02 if (i) a Rollover three Demand Holder and its Direct Permitted Transferees cease Registration Requests to own at be effected on Form S-1 under the time of making the Request Notice twenty-five percent (25%) Securities Act, or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and any similar or successor long form, in connection with which Constar will pay all Registration Expenses; (ii) an unlimited number of Demand Registration Requests to be effected on Form S-2 or Form S-3 under the Request Notice relates Securities Act, or any similar or successor short form, in connection with which Constar will pay all Registration Expenses; and (iii) following the three Demand Registration Requests to less which the Holders are entitled under clause (i) above, an unlimited number of Demand Registration Requests to be effected on Form S-1 under the Securities Act, or any similar or successor long form, in connection with which the Participating Holders will pay all Registration Expenses (other than twenty-five percent (25%x) any expenses described in clause (iv) of the shares definition of Common Stock held by such Demand Holder. In addition, the Company will not be required to effect more than “Registration Expenses” and (iy) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, notwithstanding clause (iiv) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose of all of the definition of “Registration Expenses”, any expenses of any annual audit), pro rata in accordance with the number of Registrable Securities of each such Participating Holder requested to be included in such registration (including those Registrable Securities requested to be registered included in such registration pursuant to Section 3(a)). Notwithstanding the foregoing, each Holder will pay, in all cases, any underwriting discounts or commissions with respect to Registrable Securities sold by CSFB with its initial two Demand Registrations; provided that the Company shall not be obligated it pursuant to attend or participate in any "road shows" if such third and final Demand Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Request. Demand Holders as a group (other than CSFB) pursuant to this Section 5.02. Sponsor and its Affiliates Registration Requests will be entitled effected on Form S-3 (or any similar or successor short form), if Constar is eligible to an unlimited number of Demand Registrations. It being understood that if two or more Demand Holders make a collective Demand Registration, use such Demand Registration will count pursuant to this Section 5.02(b) as a Demand Registration for each such Demand Holder. It is hereby acknowledged and agreed by the parties that any Registrable Securities included Form in a registration statement on behalf of an Incidental Demand Holder will not count as a Demand Registration for such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder such registration; if Constar is not eligible to use Form S-3 (or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (the "DH Representative"any similar or successor short form) in connection with such Demand Registration and registration, then the Company shall only registration will be obligated effected on Form S- 2 (or any similar or successor short form), if Constar is eligible to communicate with use such DH Representative Form in connection with such Demand Registration. The Holders shall give registration; and if Constar is not eligible to use Form S-2 (or any similar or successor short form) in connection with such registration, then the Representative registration will be effected on Form S-1 (or any and all necessary powers of attorneys needed for the DH Representative to act on their behalfsimilar or successor long form).

Number of Demand Registrations. The Company Subject to the provisions of Section 2(a), NewCo shall not be required entitled to prepare request an aggregate of four (4) Demand Registrations and file a registration statement pursuant Avellanos and Hazels shall be entitled to this Section 5.02 if request an aggregate of four (i4) a Rollover Demand Holder and its Direct Permitted Transferees cease to own at the time of making the Request Notice twenty-five percent (25%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and (ii) the Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder. In addition, the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, (ii) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose of all of the Registrable Securities requested to be registered by CSFB with its initial two Demand Registrations; provided that the Company Avellanos and Hazels shall not be obligated to attend or participate in any "road shows" if such third and final Demand Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) pursuant to this Section 5.02. Sponsor and its Affiliates will only be entitled to request an unlimited number aggregate of two (2) Demand RegistrationsRegistrations for so long as NewCo remains a Stockholder; provided, further that (x) at all times when NewCo owns shares of Class A capital stock of NewCo2, the Registrable Common Shares held by NewCo2 may be deemed to be, at the election of NewCo, part of the Registrable Common Shares requested to be registered in any Demand Registration initiated by NewCo as Initiating Holder, and (y) at all times when Hazels owns shares of Class B capital stock of NewCo2 and no shares of Class A capital stock of NewCo2 are outstanding, the Registrable Common Shares held by NewCo2 may be deemed to be, at the election of Avellanos and/or Hazels, as applicable, part of the Registrable Common Shares requested to be registered in any Demand Registration initiated by Avellanos or Hazels as Initiating Holder. It being understood that A registration shall not count as one of the permitted Demand Registrations (i) if two or more Demand Holders make a collective Demand Registration, the Registration Statement related to such Demand Registration will count pursuant fails to this Section 5.02(bbecome effective, (ii) as if the Initiating Holder requesting such registration is not able to have registered and sold eighty percent (80%) of the Registrable Common Shares requested by such Initiating Holder to be included in such registration, or (iii) in the case of a Demand Registration for each such Demand Holder. It is hereby acknowledged and agreed by that would be the parties that any Registrable Securities included in a registration statement on behalf of an Incidental Demand Holder will not count as a last permitted Demand Registration for requested by such Incidental Demand Holder. In connection with a Demand Registration Initiating Holder hereunder, if the Initiating Holder requesting such registration is not able to have registered and sold all of the Registrable Common Shares requested to be included by more than one Demand such Initiating Holder or by a Demand Holder and Incidental Demand Holders, in such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (the "DH Representative") in connection with such Demand Registration and the Company shall only be obligated to communicate with such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalfregistration.

Number of Demand Registrations. Notwithstanding the foregoing Section 5(a)(i) and subject to the restrictions therein and herein, (A) only the JPMP Investor and the CPPIB Investor shall have the right to make Demand Registrations on Form S-1; the JPMP Investor shall be entitled to make no more than five (5) such Demand Registrations on Form S-1 and the CPPIB Investor shall be entitled to make no more than two (2) such Demand Registrations on Form S-1; and (B) each Investor shall have the right to an unlimited number of Demand Registrations of their respective Registrable Stock on Form S-3 or any equivalent or successor form under the Securities Act (provided the Company shall have qualified to use Form S-3 or any successor form under the Securities Act), but no more than two such Demand Registrations shall be effected within any twelve (12)-month period pursuant to this clause (B); provided, however, the Company need not effect a Demand Registration on behalf of any such Investor(s) unless such Investor(s) are requesting a Demand Registration with respect to an amount of Shares of Registrable Stock with an aggregate value to the public of at least twenty-five million dollars ($25,000,000) or, solely in the case of a Demand Registration made by Rockfield, of at least fifteen million dollars ($15,000,000). The Company shall not be required to prepare and file cause a registration statement pursuant to this Section 5.02 if 5(a)(i) to be declared effective within a period of ninety (i90) days after the date any other Company Registration Statement was declared effective pursuant to a Rollover Demand Holder and its Direct Permitted Transferees cease Registration request or a filing for the Company’s own behalf. A Demand Registration may be withdrawn prior to own at the time of making the Request Notice twenty-five percent (25%) or more filing of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and (ii) the Request Notice relates Registration Statement with respect to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder. In addition, Registration by the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, (ii) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided Investor that CSFB will be afforded one additional made such Demand Registration in request and a Registration Statement may be withdrawn prior to the event that CSFB has not been able to dispose of all effectiveness thereof by the Investor(s) holding a majority of the Registrable Securities requested to be registered by CSFB with its initial two Demand Registrations; provided that the Company Stock included therein, and, in either such event, such withdrawal shall not be obligated to attend or participate in any "road shows" if such third and final Demand Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) pursuant to this Section 5.02. Sponsor and its Affiliates will be entitled to an unlimited number of Demand Registrations. It being understood that if two or more Demand Holders make a collective Demand Registration, such Demand Registration will count pursuant to this Section 5.02(b) treated as a Demand Registration for each such Demand Holderpurposes of this Section 5(a)(ii). It is hereby acknowledged and agreed Notwithstanding the foregoing, any Investor may elect to withdraw from participation in any offering by notifying the parties that any Registrable Securities included in Company at least 48 hours prior to the effective time of a registration statement on behalf of an Incidental Demand Holder will not count as a Demand Registration for such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (the "DH Representative") in connection with such Demand Registration and the Company shall only be obligated to communicate with such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalfstatement.

Number of Demand Registrations. The Company Purchaser shall not be required have the right to prepare and file request a registration statement total of two (2) Demand Registrations pursuant to this Section 5.02 if (i) a Rollover Demand Holder and its Direct Permitted Transferees cease to own at the time of making the Request Notice twenty-five percent (25%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and (ii) the Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder. In addition2(a); provided, the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, (ii) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose of all of the Registrable Securities requested to be registered by CSFB with its initial two Demand Registrations; provided that the Company shall not be obligated to attend or participate in any "road shows" if such third and final Demand effect more than one Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) Statement pursuant to this Section 5.02. Sponsor and its Affiliates will be entitled 2(a) (which, for the avoidance of doubt, shall not include any registration statement effected in response to an unlimited number of Demand Registrations. It being understood that if two any demand by one or more Demand Holders make Other Investors) in any one hundred eighty (180)-day period; provided, further, that such obligation shall be deemed satisfied only when a collective Demand Registration, such Demand Registration will count pursuant to this Section 5.02(b) as Statement covering all shares of Registrable Securities specified in a Demand Registration Request shall have become effective and (A) if the method of disposition thereof is a firm commitment underwritten public offering, all such shares (less any reduced due to an Underwriter Cutback) shall have been sold pursuant thereto and (B) in any other case, such Registration Statement shall have remained effective for each the Effectiveness Period. Purchaser may revoke a request for a Demand Registration prior to the effective date of the corresponding Registration Statement; provided, that such request shall count as one of Purchaser’s requests for a Demand Holder. It is hereby acknowledged and agreed Registration unless Purchaser reimburses the Company for all out-of-pocket expenses (including Registration Expenses) incurred by the parties Company relating to such Registration Statement; provided, further, if Purchaser notifies the Company in writing that any it revokes its request for a Demand Registration within two (2) Business Days after notice in writing has been received by Purchaser that the number of Registrable Securities it has requested to be included in a registration statement on behalf of such Registration Statement is to be reduced pursuant to an Incidental Demand Holder will Underwriter Cutback, (1) such request shall not count as one of its requests for a Demand Registration for such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (the "DH Representative"2) in connection with such Demand Registration and the Company shall only Purchaser will not be obligated to communicate with reimburse the Company for any of its out-of-pocket expenses relating to such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalfRegistration Statement, including Registration Expenses.

Number of Demand Registrations. The Company shall not be required to prepare and file a registration statement pursuant to this Section 5.02 4.02 if (i) a Rollover Demand Holder and its Direct Permitted Transferees Affiliates cease to own at the time of making the Request Notice twenty-five ten percent (2510%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and (ii) the Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder). In addition, the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 4.02 on behalf of Company Shareholderthe Oaktree Demand Holders, collectively, and (ii) one registration five registrations on behalf of RM the Ares Demand Holders, collectively, pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.024.02; provided that CSFB will be afforded one additional Demand Registration that, at any time in the event that CSFB has not been able to dispose of all of the Registrable Securities requested to be registered by CSFB with its initial two Demand Registrations; provided that which the Company shall not be obligated is eligible to attend or participate in any "road shows" if such third and final Demand Registration is for less than 10% of the register shares of Common Stock of on Form S-3 (or any successor form), the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Oaktree Demand Holders as a group (other than CSFB) pursuant to this Section 5.02. Sponsor and its Affiliates will be entitled to the Ares Demand Holders shall have an unlimited number of Demand Registrationsdemand registrations on Form S-3, regardless of their ownership. It being understood that if two or more Demand Holders make a collective Demand Registration, such Demand Registration will count pursuant to this Section 5.02(b4.02(b) as a Demand Registration for each such Demand Holder. It is hereby acknowledged and agreed by the parties that any Registrable Securities included in a registration statement on behalf of an Incidental Demand Holder will not count as a Demand Registration for such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders each Holder shall elect one such Holder Person to act as their representative (the "“DH Representative"Representatives”) in connection with such Demand Registration and the Company shall only be obligated to communicate with such DH Representative Representatives in connection with such Demand Registration. The Holders shall give the Representative DH Representatives any and all necessary powers of attorneys needed for the DH Representative Representatives to act on their behalf.

Number of Demand Registrations. The Company Subject to the other provisions of this Section 2, the Principal Holders shall be entitled to request an aggregate of eight (8) Demand Registrations to be allocated as follows: two (2) to Shareholder 1; two (2) to Shareholder 2; two (2) to the Capital Z Group; and two (2) to the Blackstone Investor, it being understood and agreed that an IPO Demand Registration shall not count as one of the permitted Demand Registrations. The Principal Holders shall be required entitled to prepare and file a registration statement request an unlimited number of underwritten offerings pursuant to this Section 5.02 if a Shelf Registration Statement (provided that the Company is then eligible to register securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act). A registration will not count as one of the permitted Demand Registrations (i) a Rollover Demand Holder and its Direct Permitted Transferees cease to own at if the time of making the Request Notice twenty-five percent (25%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and Registration Statement thereto has not become effective, (ii) if the Request Notice relates Registration Statement thereto has not remained effective until the earlier of the time when all Registrable Common Shares included therein by the Initiating Holder is sold or the end of the period described in Section 2(f) or (h), as the case may be, (iii) if, after it has become effective, such Registration Statement becomes subject to less any stop order, injunction or other order or requirement of the SEC or other Governmental Entity for any reason, unless such order or requirement is lifted and the Registration Statement becomes effective, (iv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with the offering and sale of Registrable Common Shares under such Registration Statement are not satisfied or waived (other than as a result of any breach or other action by the Initiating Holder), or (v) if the Initiating Holder is not able to register and sell at least twenty-five percent (25%) of the shares of Registrable Common Stock held by such Demand Holder. In addition, the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, (ii) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose of all of the Registrable Securities Shares requested to be registered included by CSFB with its initial two Demand Registrations; provided that the Company shall not be obligated to attend or participate such Initiating Holder in any "road shows" if such third and final Demand Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) pursuant to this Section 5.02. Sponsor and its Affiliates will be entitled to an unlimited number of Demand Registrations. It being understood that if two or more Demand Holders make a collective Demand Registration, in each case other than by reason of such Demand Registration will count pursuant to this Section 5.02(b) as a Demand Registration for each such Demand Holder. It is hereby acknowledged and agreed by Initiating Holder withdrawing its request or terminating the parties that any Registrable Securities included in a registration statement on behalf of an Incidental Demand Holder will not count as a Demand Registration for such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (the "DH Representative") in connection with such Demand Registration and the Company shall only be obligated to communicate with such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalfoffering.

Number of Demand Registrations. The Company shall not be required to prepare and file a registration statement pursuant to this Section 5.02 if (i) a Rollover Demand Holder and its Direct Permitted Transferees cease to own at the time of making the Request Notice twenty-five percent (25%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and (ii) the Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder. In addition, the Company will not be required is obligated to effect more than only two (i2) two demand registrations pursuant to this Section 5.02 on behalf of Company Shareholder1.2; provided, (ii) one that a demand registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf 1.2 will not count for the purposes of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose 1.2(c) unless at least eighty percent (80%) of all of the Registrable Securities requested to be registered in such demand registration are, in fact, registered and sold in such registration. • Deferral. Notwithstanding the foregoing, the Company is not obligated to effect a registration pursuant to this Section 1.2 during the 90-day period commencing on the effective date of the Company’s registration statement in connection with a firm commitment underwritten public offering. In addition, if the Company shall furnish to the Initiating Holders a certificate signed by CSFB with the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its initial two Demand Registrationsshareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days from the date of receipt of the request of the Initiating Holders; provided provided, however, that the Company shall not be obligated to attend or participate exercise such right more than once in any "road shows" if such third and final Demand Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions twelve (as adjusted for Adjustments and (iv12) one demand on behalf of the QI Demand Holders as month period. • Expenses. All expenses incurred in connection with a group (other than CSFB) registration pursuant to this Section 5.02. Sponsor 1.2, including without limitation all registration and its Affiliates qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and reasonable fees and expenses of one (1) special counsel for the Holders selected by the holders of a majority of the Registrable Securities included in the offering (but excluding underwriters’ discounts and commissions), will be entitled to an unlimited number of Demand Registrationsborne by the Company. It being understood that if two or more Demand Holders make Each Holder participating in a collective Demand Registration, such Demand Registration will count registration pursuant to this Section 5.02(b1.2 will bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) as a Demand Registration for each such Demand Holder. It is hereby acknowledged and agreed by the parties that any Registrable Securities included in a registration statement on behalf of an Incidental Demand Holder will not count as a Demand Registration for such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder all discounts, commissions or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder other amounts payable to act as representative (the "DH Representative") underwriters or brokers in connection with such Demand Registration offering and the Company shall only be obligated to communicate with such DH Representative in connection with such Demand Registration. The Holders shall give the Representative fees and disbursements of any and all necessary powers of attorneys needed counsel for the DH Representative to act on their behalfparticipating Holders other than the special counsel for the Holders set forth in the previous sentence.

Number of Demand Registrations. The Company Searchlight Parties, collectively, shall not be required have the right to prepare and file request a registration statement total of two (2) Demand Registrations pursuant to this Section 5.02 if (i) a Rollover Demand Holder and its Direct Permitted Transferees cease to own at the time of making the Request Notice twenty-five percent (25%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and (ii) the Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder. In addition2(a); provided, the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, (ii) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose of all of the Registrable Securities requested to be registered by CSFB with its initial two Demand Registrations; provided that the Company shall not be obligated to attend or participate in any "road shows" if such third and final Demand effect more than one Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) Statement pursuant to this Section 5.02. Sponsor and its Affiliates will 2(a) in any one hundred eighty (180)-day period; provided, further, that such obligation shall be entitled to an unlimited number deemed satisfied only when a Registration Statement covering all shares of Demand Registrations. It being understood that if two or more Demand Holders make a collective Demand Registration, such Demand Registration will count pursuant to this Section 5.02(b) as Registrable Securities specified in a Demand Registration Request shall have become effective and (A) if the method of disposition thereof is a firm commitment underwritten public offering, all such shares (less any reduced due to an Underwriter Cutback) shall have been sold pursuant thereto and (B) in any other case, such Registration Statement shall have remained effective for each the Effectiveness Period. The Selling Searchlight Parties that made the applicable Demand Registration Request may jointly revoke the Demand Registration Request prior to the effective date of the corresponding Registration Statement; provided, that such request shall count as one of the Searchlight Parties’ requests for a Demand Holder. It is hereby acknowledged and agreed Registration unless the Searchlight Parties reimburse the Company for all Registration Expenses incurred by the parties Company relating to such Registration Statement; provided, further, if the Selling Searchlight Parties jointly notify the Company in writing that any they revoke their request for a Demand Registration within one (1) Business Day after notice in writing has been received by the Searchlight Parties that the number of Registrable Securities they had requested to be included in a registration statement on behalf of such Registration Statement is to be reduced pursuant to an Incidental Demand Holder will Underwriter Cutback, (1) such request shall not count as one of the requests for a Demand Registration for such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (2) the "DH Representative") in connection with such Demand Registration and the Company shall only Searchlight Parties will not be obligated to communicate with reimburse the Company for any of its Registration Expenses relating to such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalfRegistration Statement.

Number of Demand Registrations. Notwithstanding the foregoing Section 5(a)(i) and subject to the restrictions therein and herein, (A) each of the Principal Investors and the Spectrum Investors shall have the right to an unlimited number of Demand Registrations of their respective Registrable Stock on Form S-3 or any equivalent or successor form under the Securities Act, but no more than two such Demand Registrations shall be effected within any 12 month period, and the right to no more than two Demand Registrations of their respective Registrable Stock on Form S-1 or any equivalent or successor form under the Securities Act and (B) the Investors that are not Principal Investors or Spectrum Investors, as a group, shall have the right to no more than one Demand Registration, which Demand Registration shall be on Form S-3 or any equivalent or successor form under the Securities Act (the “Coinvestor Demand”), and shall have no right to a Demand Registration on Form S-1 or any equivalent or successor form under the Securities Act; provided, however, the Company need not effect a Demand Registration on behalf of any such Investors that are not Principal Investors or Spectrum Investors unless such Investors that are not Principal Investors or Spectrum Investors are requesting a Demand Registration with respect to Registrable Stock with an aggregate price to the public of at least $200 million. The Company shall not be required to prepare cause a registration pursuant to Section 5(a)(i) to be declared effective within a period of 90 days after the date any other Company registration statement was declared effective pursuant to a Demand Registration request or a filing for the Company’s own behalf. A Demand Registration may be withdrawn prior to the filing of the registration statement with respect to such Demand Registration by the Investor that made such Demand Registration request and file a registration statement pursuant may be withdrawn prior to this Section 5.02 if (i) the effectiveness thereof by the holders of a Rollover Demand Holder and its Direct Permitted Transferees cease to own at the time of making the Request Notice twenty-five percent (25%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and (ii) the Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder. In addition, the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, (ii) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose of all majority of the Registrable Securities requested to be registered by CSFB with its initial two Demand Registrations; provided that the Company Stock included therein, and, in either such event, such withdrawal shall not be obligated to attend or participate in any "road shows" if such third and final Demand Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) pursuant to this Section 5.02. Sponsor and its Affiliates will be entitled to an unlimited number of Demand Registrations. It being understood that if two or more Demand Holders make a collective Demand Registration, such Demand Registration will count pursuant to this Section 5.02(b) treated as a Demand Registration for each purposes of this Section 5(a)(ii). Investors owning a majority of Registrable Stock with respect to a Coinvestor Demand shall have the right to control all decisions regarding such Coinvestor Demand Holder. It is hereby acknowledged and agreed by the parties that any Registrable Securities included in a registration statement on behalf of an Incidental Demand Holder will not count as a Demand Registration for (including whether to effectuate or terminate such Incidental Demand Holder. In connection with a Demand Registration by more than one Demand Holder or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (the "DH Representative") in connection with such Demand Registration and the Company shall only be obligated to communicate with such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalfCoinvestor Demand).

Number of Demand Registrations. Withdrawn Demand ------------------------------------------------ Registrations. -------------- (i) The Company shall not be required have the obligation to prepare file with the SEC and file a registration statement cause to become effective no more than four Demand Registrations pursuant to paragraph (a) and six Demand Registrations pursuant to paragraph (b); provided, however, that notwithstanding anything in this Section 5.02 if (i) a Rollover Demand Holder and its Direct Permitted Transferees cease 1 to own at the time of making the Request Notice twenty-five percent (25%) or more of the shares of Common Stock of the Company owned as of the date hereof (as adjusted for Adjustments) and (ii) the Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder. In additioncontrary, the Company will not be required to effect more than (i) two registrations pursuant to this Section 5.02 on behalf of Company Shareholder, (ii) one registration on behalf of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose the total number of all of the Registrable Securities shares requested to be registered by CSFB with its initial two Demand Registrations; provided that in any of the periods set forth in paragraph (a) or (b) have not been registered due to underwriters' cutbacks as described in paragraph 1(f) ("Cutback Shares"), the Company shall not be obligated agrees to attend or participate in any "road shows" if such third file with the SEC and final Demand Registration is for less than 10% of the shares of Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) pursuant cause to this Section 5.02. Sponsor and its Affiliates will be entitled to an unlimited number of Demand Registrations. It being understood that if two or more Demand Holders make a collective Demand Registration, such Demand Registration will count pursuant to this Section 5.02(b) as a Demand Registration for each such Demand Holder. It is hereby acknowledged and agreed by the parties that any Registrable Securities included in a registration statement on behalf of an Incidental Demand Holder will not count as become effective a Demand Registration for such Incidental Cutback Shares. (ii) The Company's obligation to register Registrable Stock shall not be deemed satisfied if the related registration statement does not become effective, unless such registration statement does not become effective for reasons beyond the reasonable control of the Company. No occasion to require registration pursuant to this Section 1 shall be deemed forfeited if all of the Stockholders who have elected to participate in the Demand Holder. In Registration withdraw their request for registration prior to the registration statement becoming effective and (A) the withdrawal is due to lack of Company information being available to such withdrawing Stockholders, or (B) the withdrawing Stockholders promptly reimburse the Company in full for any and all out-of-pocket expenses incurred by the Company in connection with the withdrawn registration. (iii) In the event that all or a portion of the Registrable Stock subject to this Agreement is transferred by any of the Stockholders to an Affiliate of such Stockholder in a manner permitted by Article III of the Stockholders' Agreement (other than to another Stockholder), (A) the term "Stockholder" shall be deemed to include the Stockholder together with all of its permitted transferees for purposes of the registration obligations of the Company, and (B) a request for a Demand Registration pursuant to this paragraph 1 shall be deemed to have been made, or withdrawn, by more than one Demand Holder or the Stockholder only in the event that written notice of such election, executed by the then holders of a Demand Holder and Incidental Demand Holdersmajority in interest of the Stockholder's Registrable Stock subject to this Agreement, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (has been received by the "DH Representative") in connection with such Demand Registration and the Company shall only be obligated to communicate with such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalfCompany.

Number of Demand Registrations. The Company shall not be required to prepare and file a registration statement pursuant to this Section 5.02 if (i) a Rollover Notwithstanding any Demand Holder and its Direct Permitted Transferees cease Registrations by the Greystone Holders, the Onex Holders will be entitled to own at request two (2) Demand Registrations pursuant to Section 3(a) during the 18 month period following the Effective Date; provided, that such 18 month period shall be extended by an amount of time equal to the duration of making the Request Notice twenty-five percent (25%) any Blackout Period or more of the shares of Common Stock of the Company owned as of the date hereof Delay Period occurring during such period (as adjusted for Adjustments) and (ii) it may be so extended). Notwithstanding any Demand Registrations by the Request Notice relates to less than twenty-five percent (25%) of the shares of Common Stock held by such Demand Holder. In additionOnex Holders, the Company will not Greystone Holders shall be required entitled to effect more than request one (i1) two registrations Demand Registration pursuant to this Section 5.02 on behalf 3(a) during the 18 month period following the Effective Date (as extended by the duration of Company Shareholderany Blackout Period or Delay Period as described above); provided, (ii) one registration on behalf however, that, if the notice of RM pursuant to this Section 5.02, (iii) two registrations on behalf of CSFB pursuant to this Section 5.02; provided that CSFB will be afforded one additional Demand Registration in the event that CSFB has not been able to dispose of all of the Registrable Securities requested to be registered by CSFB with its initial two Demand Registrations; provided that the Company shall not be obligated to attend or participate in any "road shows" if such third and final Demand Registration is for less than delivered prior to the Lock-up Expiration, the number of Registrable Securities registered on such Demand Registration Statement by the Greystone Holders (or their successors) shall not exceed 10% of the shares of total outstanding Common Stock of the Company owned by CSFB immediately following the Transactions (as adjusted for Adjustments on a fully-diluted and (iv) one demand on behalf of the QI Demand Holders as a group (other than CSFB) pursuant to this Section 5.02as-exchanged basis. Sponsor and its Affiliates will be entitled to an unlimited number of Demand Registrations. It being understood that if two or more Demand Holders make a collective Demand Registration, such Demand Registration will count pursuant to this Section 5.02(b) as a Demand Registration for each such Demand Holder. It is hereby acknowledged and agreed by the parties that any Registrable Securities included in a A registration statement on behalf of an Incidental Demand Holder will shall not count as a one of the permitted Demand Registrations pursuant to Section 3(a): (A) until the related Demand Registration for such Incidental Demand HolderStatement has become effective or (B) if there was not Full Cooperation in connection therewith. In Expenses incurred in connection with a Demand Registration Statement effected pursuant to this Section 3(b)(i) shall be paid in accordance with Section 7(a). (ii) Notwithstanding Section 3(b)(i), after the Lock-up Expiration, the Greystone Holders will be entitled to unlimited Demand Registrations pursuant to Section 3(a) until such time as the Greystone Holders no longer hold any Registrable Securities; provided, that, if either (A) prior thereto, the Greystone Holders have exercised their right to request one (1) Demand Registration pursuant to Section 3(a)(i) or (B) the notice of Demand Registration is delivered following the expiration of the 18 month period following the Effective Date (as extended by more than one the duration of any Blackout Period or Delay Period) (in each case of clause (A) and (B), an “Expense Condition”), the Holders selling Registrable Securities on the Demand Holder Registration Statement shall be required to pay for or by a Demand Holder and Incidental Demand Holders, such Demand Holders and Incidental Demand Holders shall elect one such Holder to act as representative (reimburse the "DH Representative") Company for expenses incurred in connection with such Demand Registration and the Company shall only be obligated Statement pursuant to communicate with such DH Representative in connection with such Demand Registration. The Holders shall give the Representative any and all necessary powers of attorneys needed for the DH Representative to act on their behalfSection 7(b).