Common use of Priority in Demand Registrations Clause in Contracts

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holder (such writing to state the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated PRO RATA in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them; PROVIDED, however, that from and after the date on which a Buyout Exercise Notice (as defined in the Loan Agreement) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus Partners, L.P. (or its assignee) and (B) second, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the other Holders allocated PRO RATA in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a the managing underwriters in any Demand Registration involves an Underwritten Offeringadvise Holding in writing that the number of securities proposed to be included in such registration exceeds the Underwriters' Maximum Number, then: (i) if (x) such registration would not be the first registration of Common Stock by Holding under the Securities Act (other than with respect to securities registered solely in connection with acquisitions, employee benefit plans, and the sole like) or lead managing Underwriter(y) such registration is the first such registration, but Holding does not desire to sell shares on its own behalf pursuant thereto, then (A) Holding shall be obligated to include in such registration that number of Securities duly requested by the Holders thereof to be included in such registration as does not exceed the case may beUnderwriters' Maximum Number, and such number of Securities shall be allocated pro rata among such Underwritten Offering shall advise Holders on the Company in writing basis of the number of Securities held by each such Holder; (with a copy to each Holder requesting registrationB) on or before if the date five days prior to Underwriters' Maximum Number exceeds the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities duly requested to be included in such Demand Registration exceeds the number which can registration, then Holding shall be sold entitled to include in such offering within a price range acceptable to the Initiating Holder (such writing to state the approximate registration that number of Registrable Securities which may securities as shall have been duly requested by Holding to be included in such offering), registration for the account of Holding and the Request that is not thereafter withdrawn, greater than such excess; and (C) if the Company shall include in such Demand Registration, to Underwriters' Maximum Number exceeds the extent sum of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated PRO RATA in proportion to the number of Registrable Securities requested that are to be included in such Demand Registration registration pursuant to the foregoing clauses (A) and (B), then Holding may include in such registration that number of other securities that Persons other than Holders and Holding have requested be included in such registration and which is not greater than such excess; and (ii) if (x) such registration would be the first registration of Common Stock by each of them; PROVIDED, however, that from and after Holding under the date on which a Buyout Exercise Notice Securities Act (as defined in the Loan Agreement) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. other than with respect to securities registered solely in connection with such Buyout Exercise Notice)acquisitions, employee benefit plans, and the Company like) and (y) Holding desires to sell shares on its own behalf pursuant thereto, then (A) Holding shall be entitled to include in such Demand Registrationregistration that number of securities as shall have been authorized to be included by its Board of Directors for its own account, up to the Underwriter's Maximum Number; (AB) firstif the Underwriters' Maximum Number exceeds the number of Securities Holding proposes to offer and sell for its own account in such registration, then Holding shall be obligated to include in such registration that number of Securities duly requested by the Registrable Securities requested Holders thereof to be included in such registration that is not greater than such excess, and such number of Securities shall be allocated pro rata among such Holders on the Demand Registration basis of the number of Securities held by Cerberus Partners, L.P. each such Holder; and (or its assigneeC) if the Underwriters' Maximum Number exceeds the sum of the number of Securities that are to be included in such registration pursuant to subclauses (A) and (B) secondof this clause (ii), to the extent then Holding may include in such registration that number of the number which the Company is so advised may other securities that Persons other than Holders and Holding have requested be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the registration and which is not greater than such excess. Neither Holding nor any of its other Holders allocated PRO RATA in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing securityholders shall be entitled to a corresponding pro rata increase include any securities in any underwritten Demand Registration initiated pursuant to Section 6.2(x)(i)(A) unless Holding or such securityholders (as the amount of Registrable Securities case may be) agree in writing to sell such securities on the same terms and conditions as apply to the Heritage Shares to be included in such Demand Registration.

Priority in Demand Registrations. If a The Company will not include in any Demand Registration involves an Underwritten Offering, and any securities (other than Company Registrable Securities) which are not Registrable Securities without the sole prior written consent of at least a majority of the Sterling Registrable Securities or lead managing UnderwriterCMP Registrable Securities, as the case may be, included in such registration. If any of such Underwritten Offering shall the Registrable Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering and the managing underwriter or underwriters of a Demand Registration advise the Company and the holders of such Registrable Securities in writing (with a copy that in its or their reasonable opinion the number of shares of Common Stock proposed to each Holder requesting registration) on be sold in such Demand Registration exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or before distribution of the date five days prior to Common Stock, the date then scheduled for Company shall include in such offering thatregistration only such maximum number of Registrable Securities which, in its opinionthe reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the amount number of Sterling Registrable Securities, CMP Registrable Securities or Xxxxxx Registrable Securities, as the case may be, requested to be included in such registration, pro rata if necessary between (A) the Sterling Registrable Securities and Xxxxxx Registrable Securities, pro rata based on the aggregate number of Sterling Registrable Securities and Xxxxxx Registrable Securities requested to be so included, on one hand and (B) CMP Registrable Securities, on the other hand; (ii) second, the number of Company Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holder registration, if any; (such writing to state the approximate number of Registrable Securities which may be included in such offering)iii) third, and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated PRO RATA in proportion to the number of all Other Registrable Securities requested to be included in such Demand Registration by each of themregistration, pro rata if necessary; PROVIDED(iv) fourth, however, that from and after the date on which a Buyout Exercise Notice (as defined in the Loan Agreement) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus Partners, L.P. (or its assignee) and (B) second, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the all other Holders allocated PRO RATA in proportion to the number of Registrable Securities securities requested to be included in such Demand Registration registration pursuant to "demand registration" rights granted to other Persons, provided that such rights will have been granted only as permitted by each this Agreement; and (v) fifth, shares of them. In the event the Company shall not, Common Stock held by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder other holders requested to be included in such Demand Registrationregistration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registrationif necessary.

Priority in Demand Registrations. If any of the Registrable Securities registered pursuant to a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy Statement are to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holder (such writing to state the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawnone or more firm commitment Underwritten Offerings, the Company shall include in such Demand Registration, may also provide written notice to the extent holders of securities of the number which the Company is so advised may be included in other than Beneficiaries, if any, who have piggyback registration rights with respect thereto and will permit all such offering, the Registrable Securities requested holders who request to be included in the Demand Registration Statement to include any or all securities of the Company held by such holders in such Demand Registration Statement on the Holders allocated PRO RATA same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration Statement relates advises the Beneficiaries that the total amount of Registrable Securities and securities that such holders of securities of the Company (other than Beneficiaries) intend to include in proportion such Demand Registration Statement is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities to be offered for the account of the holders of such other securities of the Company will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by each of them; PROVIDEDStatement will, howeverif necessary, that from be reduced and after the date on which a Buyout Exercise Notice (as defined in the Loan Agreement) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus Partners, L.P. (or its assignee) and (B) second, to the extent of the number which the Company is so advised may there will be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the other Holders allocated PRO RATA in proportion to firm commitment Underwritten Offering only the number of Registrable Securities requested to that, in the opinion of such managing underwriter or underwriters, can be included in sold without materially and adversely affecting the success of such Demand Registration by each of them. In offering, allocated pro rata among the event Beneficiaries on the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all basis of the Registrable Securities of any Holder requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount number of Registrable Securities it desires to have included in held by each such Demand Registration, whereupon only holder. For the Registrable Securities, if any, that it desires to have included will be so included purposes of subsection 3(c)(ii) the pro rata allocation of New Common Stock and New Senior Subordinated Notes held by the Holders not so reducing Beneficiaries shall be entitled to a corresponding pro rata increase in the amount calculated treating each class of Registrable Securities to be included in such Demand Registrationsecurities separately.

Priority in Demand Registrations. If a Demand Registration registration pursuant to -------------------------------- this Section 1 involves an Underwritten Offeringunderwritten offering, and the sole or lead managing Underwriterunderwriter (or, as in the case may beof an offering which is not underwritten, of such Underwritten Offering an investment banker) shall advise the Company in writing (with a copy to each Holder Person requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount registration of Registrable Securities Securities) that the number of securities requested and otherwise proposed to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holder (such writing to state the approximate number of Registrable Securities which may be included in without adversely affecting such offering), and the Request is not thereafter withdrawn, the Company shall will include in such Demand Registration, registration to the extent of the number which the Company is so advised may can be included sold in such offering, first, the Registrable ----- Securities requested to be included in of the Demand Registration by the Holders allocated PRO RATA in proportion to the number of Registrable Securities Majority Stockholder requested to be included in such Demand Registration by each of them; PROVIDEDregistration, however, that from and after the date on which a Buyout Exercise Notice (as defined in the Loan Agreement) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection together with such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities (other than any Registrable Securities issued pursuant to a stock option plan or similar arrangement (the "Option Shares")) requested to be included in sold by the Demand Registration by Cerberus PartnersOther Stockholders, L.P. (or its assignee) and (B) secondpro rata, to among all such holders, on the extent basis of the number which the Company is so advised may be included in such offering, the of --- ---- Registrable Securities requested to be included in the Demand Registration by the (other Holders allocated PRO RATA in proportion to the number of Registrable Securities than any Option Shares) requested to be included in such Demand Registration registration by each of them. In such holders, second, any Option Shares, pro rata, among ------ --- ---- such holders, on the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all basis of the Registrable Securities number of any Holder such Option Shares requested to be included in such Demand Registrationregistration by such holders and third, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securitiessecurities, if any, that it desires to have included ----- being sold by the Company. Notwithstanding the foregoing, no employee stockholder will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase participate in any such registration requested by the Majority Stockholder if the managing underwriter (or, in the amount case of Registrable Securities to be included an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being sold by the Majority Stockholder in such Demand Registrationregistration.

Priority in Demand Registrations. If Whenever the -------------------------------- Company effects a Demand Registration involves an Underwritten Offeringdemand registration pursuant to Section 2.1, and if the sole Underwriters' Representative or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise Agent advises the Company in writing (with a copy to each Holder requesting registrationSelling Holder) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities securities requested (whether by the Company or the Selling Holders) to be registered pursuant to the Demand Registration Statement and included in such Demand Registration the offering contemplated thereby exceeds the number amount which can be offered and sold in such offering within a price range acceptable to the Initiating Holder (such writing Requisite Holders, the securities to state the approximate number of Registrable Securities which may be included in such offering), offering and the Request is not thereafter withdrawnsize of the related demand registration shall be reduced to the amount which can be offered and sold within such price range. In the case of any such reduction, the Company shall include in such Demand Registration, to the extent demand registration only that amount of the number which Registrable Securities that the Company is so advised may can be included sold in such the offering, determined as follows: (i) first, Registrable Securities of those Selling Holders that are "underwriters" or are "affiliates" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities requested being offered for sale by such Selling Holders or in an amount sufficient to reduce the amount of each such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (ii) second, all Registrable Securities (that have not theretofore been included in the Demand Registration Statement pursuant to clause (i) of this Section 2.5) requested pursuant to Section 2.1 to be included in such Demand Registration Statement by the Holders allocated PRO RATA in proportion to Selling Holders, pro rata on the number basis of Registrable Securities the amount of such securities held by such holders; and (iii) third, all other securities of the Company requested to be included in such Demand Registration by each Statement (including for purposes of them; PROVIDED, however, that from and after the date on which a Buyout Exercise Notice this clause (as defined in the Loan Agreementiii) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus Partners, L.P. (or its assignee) and (B) second, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the other Holders allocated PRO RATA in proportion to the number of Registrable Securities duly requested to be included in such Demand Registration Statement pursuant to the exercise by each any Holder of them. In the event the Company shall not, by virtue of this its rights under Section 2.1(b3.1.), include in any Demand Registration all pro rata on the basis of the Registrable amount of such Securities of any Holder requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registrationincluded.

Priority in Demand Registrations. If a the managing underwriters in any Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company that the number of securities proposed to be included in writing such registration exceeds the Underwriters’ Maximum Number therefor, then: (with a copy i) the Company will be obligated to each Holder requesting registration) on or before the date five days prior to the date then scheduled for include in such offering that, in its opinion, the amount registration that number of Registrable Securities requested by Holders to be included in such registration as does not exceed the Underwriters’ Maximum Number, and such number of Registrable Securities will be allocated pro rata among such Holders on the basis of the number of Registrable Securities held by each such Holder; (ii) if the Underwriters’ Maximum Number exceeds the number of Registrable Securities requested by Holders to be included in such registration, then the Company will be entitled to include in such registration that number of securities as has been requested by the Company to be included in such registration for the account of the Company and that is not greater than such excess; and (iii) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities that the Company is obligated under clause (i) above to include in such Demand Registration plus the number of securities that the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities as security holders other than Holders may have requested be included in such registration and that is not greater than such excess, and such number of securities will be allocated pro rata among such security holders on the basis of the number of such securities requested to be included in such registration by each such security holder. Neither the Company nor any of its other security holders will be entitled to include any securities in any underwritten Demand Registration exceeds unless the number which can be sold Company or such security holders (as the case may be) agree in such offering within a price range acceptable to the Initiating Holder (such writing to state sell such securities on the approximate number of Registrable Securities which may be included in such offering), same terms and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, conditions as apply to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration held by the Holders allocated PRO RATA in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them; PROVIDED, however, that from and after the date on which a Buyout Exercise Notice (as defined in the Loan Agreement) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus Partners, L.P. (or its assignee) and (B) second, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the other Holders allocated PRO RATA in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registration.

Priority in Demand Registrations. If a Demand Registration requested registration pursuant to this Section 3 involves an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a without adversely affecting the price range acceptable to of the Initiating Holder (such writing to state the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall will include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, registration only the Registrable Securities requested to be included in such registration. In the Demand Registration by the Holders allocated PRO RATA in proportion to event that the number of Registrable Securities requested to be included in such Demand Registration by each of them; PROVIDEDregistration exceeds the number which, however, that from and after the date on which a Buyout Exercise Notice (as defined in the Loan Agreement) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partnersopinion of such managing underwriter, L.P. in connection with such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities requested to can be included in the Demand Registration by Cerberus Partners, L.P. (or its assignee) and (B) second, to the extent of the number which the Company is so advised may be included sold in such offering, the number of such Registrable Securities requested to be included in such registration shall be allocated pro rata among all requesting Holders on the Demand Registration basis of the number of Registrable Securities then individually held by each such Holder relative to the other aggregate number of Registrable Securities held by all requesting Holders (provided that such Registrable Securities thereby allocated PRO RATA to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in proportion to like manner). If the number of Registrable Securities requested to be included in such Demand Registration by each registration is less than the number which, in the opinion of themthe managing underwriter, can be so sold in such offering, the Company may include in such registration securities of the same class or series of capital stock constituting the Registrable Securities for which registration is requested (or American Depositary Shares, as applicable) which the Company proposes to sell up to the number of securities that, in the opinion of the underwriter, can be so sold in such offering. In the event that the Company shall not, by virtue number of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requested to be included in such Demand Registration, such Holder may, upon written notice to registration plus the Company given within five days number of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities securities proposed to be included in such Demand Registrationregistration by the Company is less than the number which, in the opinion of the managing underwriter, can be so sold in such offering, the securities requested to be included in such registration by other Persons whose requests have been approved by the Company (which securities are of the same class or series as the Registrable Securities proposed to be registered by the Holders (or American Depositary Shares, as applicable)) may be included in such registration up to the number of securities that, in the opinion of the underwriter, can be so sold.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities and Other Registrable Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holder Required Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities and Other Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities and Other Registrable Securities requested to be included in the Demand Registration by the Holders and the Other Investors allocated PRO RATA (x) first among the Noteholders and the Other Investors, (I) with the Other Investors being entitled to the Other Investor Percentage of such Demand Registration and (II) with the Noteholders dividing the remainder of such Demand Registration pro rata based on the number of (i) Conversion Shares issued or issuable upon conversion of the Notes held by each Noteholder and (ii) shares of any capital stock of the Company issued or issuable, with respect to Notes held by each Noteholder (the “Note Registrable Securities”) as adjusted to be in proportion to the number of Note Registrable Securities requested to be included in such Demand Registration by each of them; PROVIDEDthem (on an as converted, however, that from fully-diluted basis and after the date on which a Buyout Exercise Notice (as defined without giving effect to any conversion limitations contained in the Loan Agreement) has been delivered Notes held by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with any such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus Partners, L.P. (or its assigneeparty) and (By) second, to the extent to which any shares remain after all of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the other Holders allocated PRO RATA in proportion to the number of Note Registrable Securities requested to be included in such Demand Registration are covered by such Registration Statement, pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each of themInvestor and Other Investor (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party). In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requested requesting to be included in such Demand Registration, such Holder mayHolder, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further may reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing and the Other Investors shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities or Other Registrable Securities, as applicable, to be included in such Demand Registration. Notwithstanding anything to the contrary contained in this Agreement, the Prencen Funds may, at its written request, substitute Common Stock issued or issuable upon conversion of the Series C Preferred Shares held by the Prencen Funds in lieu of a like number of Registrable Securities of the Prencen Funds or other securities entitled to registration by such Prencen Funds in such Demand Registration hereunder; for the avoidance of doubt, the foregoing shall not reduce the number of Registrable Securities allocated to any of the Investors in accordance with Section 2.1 hereof.

Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities and Other Registrable Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holder Required Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities and Other Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offeringoffering without such effect, the Registrable Securities and Other Registrable Securities requested to be included in the Demand Registration by the Holders and the Other Investors allocated PRO RATA (x) first among the Noteholders and the Other Investors, (I) with the Other Investors being entitled to the Other Investor Percentage of such Demand Registration and (II) with the Noteholders dividing the remainder of such Demand Registration pro rata based on the number of (i) Conversion Shares issued or issuable upon conversion of the Notes held by each Noteholder and (ii) shares of any capital stock of the Company issued or issuable, with respect to Notes held by each Noteholder (the "Note Registrable Securities") as adjusted to be in proportion to the number of Note Registrable Securities requested to be included in such Demand Registration by each of them; PROVIDEDthem (on an as converted, however, that from fully-diluted basis and after the date on which a Buyout Exercise Notice (as defined without giving effect to any conversion limitations contained in the Loan Agreement) has been delivered Notes held by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with any such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus Partners, L.P. (or its assigneeparty) and (By) second, to the extent to which any shares remain after all of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the other Holders allocated PRO RATA in proportion to the number of Note Registrable Securities requested to be included in such Demand Registration are covered by such Registration Statement, pro rata among the Investors and the Other Investors based on the number of Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities held by each of themInvestor and Other Investor (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party). In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requested requesting to be included in such Demand Registration, such Holder mayHolder, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further may reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing and the Other Investors shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities or Other Registrable Securities, as applicable, to be included in such Demand Registration. Notwithstanding anything to the contrary contained in this Agreement, the Prencen Funds may, at its written request, substitute Common Stock issued or issuable upon conversion of the Series C Preferred Shares held by the Prencen Funds in lieu of a like number of Registrable Securities of the Prencen Funds or other securities entitled to registration by such Prencen Funds in such Demand Registration hereunder; for the avoidance of doubt, the foregoing shall not reduce the number of Registrable Securities allocated to any of the Investors in accordance with Section 2.1 hereof.

Priority in Demand Registrations. If Subject to the last sentence -------------------------------- of this Section 2.1(a)(v) and to the priority allocation provisions of this Section 2.1(a)(v), if a Demand Registration registration requested pursuant to Section 2.1 involves an Underwritten Offeringunderwritten offering, the Company may elect to sell securities pursuant to such registration statement. If the Company or any other Persons elect to sell securities pursuant to such registration statement and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company and any such other Persons in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested to be included in such Demand Registration registration (including securities of the Company which are not Registered Shares) exceeds the number which can be sold in such offering within a price range acceptable without having an adverse effect on the marketability of such offering, then the Company will (subject to the Initiating Holder (such writing to state the approximate number last sentence of Registrable Securities which may be included in such offeringthis Section 2.1(a)(v), and the Request is not thereafter withdrawn, the Company shall ) include in such Demand Registrationregistration: (A) - first, to the extent all of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated PRO RATA in proportion to the number of Registrable Securities Registered Shares requested to be included in such Demand Registration registration by each of them; PROVIDEDany Holder, however, that from and after the date on which a Buyout Exercise Notice (as defined in the Loan Agreement) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus Partners, L.P. (or its assignee) and (B) second, to that number of securities of the extent - Company and any other selling Persons (allocated pro rata among the Company and such other Persons on the basis of the number which of securities that the Company is so advised may be included in or such offeringother Persons would otherwise have registered or offered) that are not Registered Shares which, the Registrable Securities requested to be included in the Demand Registration by opinion of the other Holders allocated PRO RATA in proportion managing underwriter, can be sold without having the adverse effect referred to above. In the event that the number of Registrable Securities Registered Shares requested to be included in such Demand Registration by each registration exceeds the number which, in the opinion of them. In such managing underwriters, can be sold, the event the Company shall not, by virtue number of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requested to be such Registered Shares included in such Demand Registration, registration shall be allocated among the respective holders thereof on the basis of the aggregate number of shares of Applicable Stock owned by each such Holder may, upon written notice holder. Notwithstanding anything to the contrary contained herein, neither the Company given within five days nor any other Person (other than Pacific Dunlop Holdings (USA), Inc. ("PDH")) may include any --- securities in any registration pursuant to this Section 2.1 without the prior written consent of the time holders of a majority of the Applicable Stock covered by such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand RegistrationRegistration Statement.

Priority in Demand Registrations. If a Demand Registration requested registration pursuant to this Section 3.2 involves an Underwritten Offering, underwritten offering and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise underwriter advises the Company in writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities and KKR/HM Registrable Securities requested to be included in such Demand Registration registration exceeds the number which can be sold in such offering within a price range acceptable offering, so as to be reasonably likely to have an adverse effect on the Initiating Holder (price, timing or distribution of the securities offered in such writing to state offering, then the approximate Company will include in such registration such the number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawn, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated PRO RATA in proportion to the number of KKR/HM Registrable Securities requested to be included in such Demand Registration by each of them; PROVIDEDregistration which, however, that from and after the date on which a Buyout Exercise Notice (as defined in the Loan Agreement14 14 opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated pro rata (subject to the final sentence of this Section 3.2(e)) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with among all such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the requesting holders of Registrable Securities requested and KKR/HM Registrable Securities, such pro rata amount to be included in determined by multiplying (x) the Demand Registration by Cerberus Partners, L.P. (or its assignee) aggregate number of Registrable Securities and (B) second, to the extent of the number which the Company is so advised KKR/HM Registrable Securities that may be included in such offeringregistration without the adverse effect referred to above by (y) a fraction, the numerator of which is the number of Registrable Securities or KKR/HM Registrable Securities, as the case may be, requested by the Registration Rights Holders or the KKR/HM Partnerships (or their Affiliates), as the case may be, to be included in such registration and the Demand Registration by denominator of which is the other Holders allocated PRO RATA in proportion to the aggregate number of Registrable Securities and KKR/HM Registrable Securities requested to be included in such Demand registration; provided that, after giving effect to such pro ration, the KKR/HM Partnerships or their respective Affiliates that requested to include KKR/HM Registrable Securities in such registration may further reduce the number of KKR/HM Registrable Securities to be so registered, and, in such event, the number of Registrable Securities to be so registered shall be increased by the participating Registration by each of them. In the event the Company shall notRights Holders on a share-for-share basis, by virtue of this Section 2.1(b), include but not in any Demand Registration all excess of the total number of Registrable Securities of any Holder that the Demand Parties originally requested to be included in such Demand Registration, such Holder may, upon written notice to registration. In the Company given within five days event that the number of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if anyKKR/HM Registrable Securities and shares of Common Stock of other holders, that it desires to have included will be so included and the Holders not so reducing shall be in each case entitled to a corresponding pro rata increase in the amount of Registrable Securities registration rights with respect to such Common Stock requested to be included in such Demand Registrationregistration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration securities it proposes to sell for its own account up to the number of securities that, in the opinion of the underwriter, can be sold. The Registration Rights Holders acknowledge and agree that the number of KKR/HM Registrable Securities that this Section 3.2(e) permits to be included in a registration may be allocated among the KKR Partnerships, the HM Partnership, their respective Affiliates and other holders of securities of the Company as such parties shall agree, including holders of securities of the Company parties to, or having rights under, the KKR/HM Registration Rights Agreement.

Priority in Demand Registrations. If Whenever the Company effects a Demand Registration involves an Underwritten Offeringdemand registration pursuant to Section 2.1, and if the sole Underwriters' Representative or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise Agent advises the Company in writing (with a copy to each Holder requesting registrationSelling Holder) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities securities requested (whether by the Company or the Selling Holders) to be registered pursuant to the Demand Registration Statement and included in such Demand Registration the offering contemplated thereby exceeds the number amount which can be offered and sold in such offering within a price range acceptable to the Initiating Holder (such writing Requisite Holders, the securities to state the approximate number of Registrable Securities which may be included in such offering), offering and the Request is not thereafter withdrawnsize of the related demand registration shall be reduced to the amount which can be offered and sold within such price range. In the case of any such reduction, the Company shall include in such Demand Registration, to the extent demand registration only that amount of the number which Registrable Securities that the Company is so advised may can be included sold in such the offering, determined as follows: (i) first, Registrable Securities of those Selling Holders that are "underwriters" or are "affiliates" of the Company (such determination to be made by such Selling Holders upon the advice of counsel communicated in writing to the Company) in an amount sufficient to include all the Registrable Securities requested being offered for sale by such Selling Holders or in an amount sufficient to reduce the amount of each such Selling Holder's Registrable Securities held by it after the offering to a level that would cause such Selling Holder to no longer be an "underwriter" or an "affiliate" of the Company, whichever amount is less; (ii) second, all Registrable Securities (that have not theretofore been included in the Demand Registration Statement pursuant to clause (i) of this Section 2.5) requested pursuant to Section 2.1 to be included in such Demand Registration Statement by the Holders allocated PRO RATA in proportion to Selling Holders, pro rata on the number basis of Registrable Securities the amount of such securities held by such holders; and (iii) third, all other securities of the Company requested to be included in such Demand Registration by each Statement (including for purposes of them; PROVIDED, however, that from and after the date on which a Buyout Exercise Notice this clause (as defined in the Loan Agreementiii) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with such Buyout Exercise Notice), the Company shall include in such Demand Registration, (A) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus Partners, L.P. (or its assignee) and (B) second, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the other Holders allocated PRO RATA in proportion to the number of Registrable Securities duly requested to be included in such Demand Registration Statement pursuant to the exercise by each any Holder of them. In the event the Company shall not, by virtue of this its rights under Section 2.1(b3.1.), include in any Demand Registration all pro rata on the basis of the Registrable amount of such Securities of any Holder requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such Demand Registrationincluded.

Priority in Demand Registrations. If in connection with a Demand Registration involves an Underwritten Offeringregistration pursuant to Section 3.2, and the sole or lead managing Underwriterunderwriter of such registration (or, as in the case may beof an offering which is not underwritten, of such Underwritten Offering a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each Holder Person requesting registrationregistration of Registrable Securities or Class B Common Stock) on or before the date five days prior to the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities securities requested or otherwise proposed to be included in such Demand Registration registration exceeds the 18 Exchange and Registration Rights Agreement number which can be sold in such offering within a price range acceptable to without materially and adversely affecting the Initiating Holder (such writing to state the approximate number of Registrable Securities which may be included in such offering), and the Request is not thereafter withdrawnoffering price, the Company shall include in such Demand Registrationregistration, to the extent of the number which the Company is so advised may can be included sold in such offeringoffering without such material adverse effect: first, the Registrable Securities requested to be included in of the Demand Registration by the Principal Holders allocated PRO RATA in proportion to requesting registration, on a pro rata basis (based on the number of shares of Registrable Securities requested to be included in such Demand Registration registered by each of themsuch Principal Holder); PROVIDED, however, that from and after the date on which a Buyout Exercise Notice (as defined in the Loan Agreement) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. in connection with such Buyout Exercise Notice)second, the Company shall include in such Demand Registration, securities (Aother than Class B Common Stock) first, the Registrable Securities requested to be included in the Demand Registration by Cerberus Partners, L.P. (or its assignee) and (B) second, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the other Holders allocated PRO RATA in proportion to the number of Registrable Securities requested to be included in such Demand Registration registration by each of them. In the event other Persons or proposed by the Company shall notto be included in such registration (for the Company’s own account, by virtue or to fund a redemption pursuant to Article II, or to the extent necessary to fund redemptions of this Class B Common Stock pursuant to Section 2.1(b1.3(e) or 1.3(f)), include in any Demand Registration all of such amounts and proportions as the Registrable Securities of any Holder Company may determine; and third, the Class B Common Stock requested to be included in such Demand Registrationregistration by Class B Holders pursuant to Section 1.3(b) and 3.7, on a pro rata basis based on the number of shares of Class B Common Stock so requested to be included by each such Class B Holder. Notwithstanding the foregoing, any requesting Principal Holder may, may withdraw such holder’s request for registration upon written notice to the Company given within five days of the time such Holder first is notified learning of such matterrequired proration, further reduce the amount in which case none of such Principal Holder’s Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding pro rata increase in the amount of Registrable Securities to be included in such registration or offering, and, if the proration resulting in such withdrawal would result in a reduction of 30% or more of the Registrable Securities that such Principal Holder initially requested be included in the Section 3.2 Demand RegistrationRegistration Statement, such Principal Holder will be deemed not to have used one of its requests for registration provided for in Section 3.2.

Priority in Demand Registrations. If a the managing underwriters in any Demand Registration involves an Underwritten Offeringadvise Holding in writing that the number of securities proposed to be included in such registration exceeds the Underwriters' Maximum Number, then: (i) if (x) such registration would not be the first registration of Common Stock by Holding under the Securities Act (other than with respect to securities registered solely in connection with acquisitions, employee benefit plans, and the sole like) or lead managing Underwriter(y) such registration is the first such registration, but Holding does not desire to sell shares on its own behalf pursuant thereto, then (A) Holding shall be obligated to include in such registration that number of Securities duly requested by the Holders thereof to be included in such registration as does not exceed the case may beUnderwriters' Maximum Number, and such number of Securities shall be allocated pro rata among such Underwritten Offering shall advise Holders on the Company in writing basis of the number of Securities held by each such Holder; (with a copy to each Holder requesting registrationB) on or before if the date five days prior to Underwriters' Maximum Number exceeds the date then scheduled for such offering that, in its opinion, the amount number of Registrable Securities duly requested to be included in such Demand Registration exceeds the number which can registration, then Holding shall be sold entitled to include in such offering within a price range acceptable to the Initiating Holder (such writing to state the approximate registration that number of Registrable Securities which may securities as shall have been duly requested by Holding to be included in such offering), registration for the account of Holding and the Request that is not thereafter withdrawn, greater than such excess; and (C) if the Company shall include in such Demand Registration, to Underwriters' Maximum Number exceeds the extent sum of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the Holders allocated PRO RATA in proportion to the number of Registrable Securities requested that are to be included in such Demand Registration registration pursuant to the foregoing clauses (A) and (B), then Holding may include in such registration that number of other securities that Persons other than Holders and Holding have requested be included in such registration and which is not greater than such excess; and (ii) if (x) such registration would be the first registration of Common Stock by each of them; PROVIDED, however, that from and after Holding under the date on which a Buyout Exercise Notice Securities Act (as defined in the Loan Agreement) has been delivered by SSC (unless a Referral Notice (as defined in the Loan Agreement is delivered by Cerberus Partners, L.P. other than with respect to securities registered solely in connection with such Buyout Exercise Notice)acquisitions, employee benefit plans, and the Company like) and (y) Holding desires to sell shares on its own behalf pursuant thereto, then (A) Holding shall be entitled to include in such Demand Registrationregistration that number of securities as shall have been authorized to be included by its Board of Directors for its own account, up to the Underwriter's Maximum Number; (AB) firstif the Underwriters' Maximum Number exceeds the number of Securities Holding proposes to offer and sell for its own account in such registration, then Holding shall be obligated to include in such registration that number of Securities duly requested by the Registrable Securities requested Holders thereof to be included in such registration that is not greater than such excess, and such number of Securities shall be allocated pro rata among such Holders on the Demand Registration basis of the number of Securities held by Cerberus Partners, L.P. each such Holder; and (or its assigneeC) if the Underwriters' Maximum Number exceeds the sum of the number of Securities that are to be included in such registration pursuant to subclauses (A) and (B) secondof this clause (ii), to the extent then Holding may include in such registration that number of the number which the Company is so advised may other securities that Persons other than Holders and Holding have requested be included in such offering, the Registrable Securities requested to be included in the Demand Registration by the registration and which is not greater than such excess. Neither Holding nor any of its other Holders allocated PRO RATA in proportion to the number of Registrable Securities requested to be included in such Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.1(b), include in any Demand Registration all of the Registrable Securities of any Holder requested to be included in such Demand Registration, such Holder may, upon written notice to the Company given within five days of the time such Holder first is notified of such matter, further reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, that it desires to have included will be so included and the Holders not so reducing securityholders shall be entitled to a corresponding pro rata increase include any securities in any underwritten Demand Registration initiated pursuant to Section 6.2(x)(i)(A) unless Holding or such securityholders (as the amount of Registrable Securities case may be) agree in writing to be included in sell such Demand Registration.securities on