Common use of Priority of Registration Clause in Contracts

Priority of Registration. Notwithstanding any other provision of this Section 2(d), if the managing underwriter(s) advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Mexican Offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Threshold Holder(s) making such Mexican Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and (B) second, if applicable, Other Registrable Securities requested to be included in such Mexican Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

Priority of Registration. Notwithstanding any other provision of this Section 2(d2(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriter(s) underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are Other Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Mexican OfferingUnderwritten Demand, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (AI) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Mexican Offering Underwritten Demand by the Holders thereofHolders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Threshold Holder(s) making such Mexican Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and , (BII) second, if applicableany securities proposed to be registered by the Company, and (III) third, Other Registrable Securities requested to be included in such Mexican underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

Priority of Registration. Notwithstanding any other provision of this Section 2(d2(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriter(s) underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Mexican OfferingUnderwritten Demand, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (AI) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Mexican Offering Underwritten Demand by the Holders thereofHolders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Threshold Holder(s) making such Mexican Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and , (BII) second, if applicableany securities proposed to be registered by the Company, and (III) third, Other Registrable Securities requested to be included in such Mexican underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

Priority of Registration. Notwithstanding any other provision of this Section 2(d2(a), if (A) the Registrable Securities covered by a Demand Registration are intended to be distributed by means of an underwritten offering and (B) the managing underwriter(s) underwriters advise the Company that that, in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such offering and any securities that the Company proposes to be included in such offering) exceeds the number of Registrable Securities which can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Holders (the “Maximum Offering Size”), then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Mexican Offeringunderwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A1) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Mexican underwritten offering not to exceed the Maximum Offering Size by the Holders thereofInitiating Holder, (2) second, and only if all the securities referred to in clause (1) have been included in the registration, to any other Demand Eligible Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Threshold Holder(s) making such Mexican Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder; Holder and (B3) secondthird, and only if applicable, Other Registrable Securities requested all the securities referred to be in clauses (1) and (2) have been included in such Mexican Offering to the extent permitted hereunderregistration, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of any securities requested proposed to be included therein registered by each such holderthe Company.

Priority of Registration. Notwithstanding any other provision of this Section 2(d2(b), if (A) the Qualified Holder intends to distribute the Registrable Securities covered by a Demand Registration by means of an underwritten offering and (B) the managing underwriter(s) underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Qualified Holder and the Demand Eligible Holders with Registrable Securities proposed to be included in such Mexican Offeringunderwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A1) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Mexican Offering underwritten offering by the Qualified Holders thereofand the Demand Eligible Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Threshold Holder(s) making such Mexican Qualified Holders and Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and , (B2) second, if applicableany securities proposed to be registered by the Company, and (3) third, Other Registrable Securities requested to be included in such Mexican Offering underwritten offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

Priority of Registration. Notwithstanding any other provision of this Section 2(d2(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriter(s) underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are Other Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Mexican OfferingUnderwritten Demand, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Mexican Offering Underwritten Demand by the Holders thereofHolders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Threshold Holder(s) making such Mexican Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and , (B) second, if applicableany securities proposed to be offered by the Company and (C) third, Other Registrable Securities requested to be included in such Mexican underwritten Public Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among in priority as may be determined by the respective Company and the holders of such Other Registrable Securities. For purposes of Section 2(b)(iv), the pro rata portion of Registrable Securities on of each participating Holder shall be the basis product of (i) the total number of securities requested Registrable Securities which the managing underwriter agrees to include in the public offering and (ii) the ratio which such participating Holder’s total Registrable Securities bears to the total number of Registrable Securities of all participating Holders to be included therein by each in such holderRegistration Statement.

Priority of Registration. Notwithstanding any other provision of this Section 2(d2(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriter(s) underwriters advise the Company that in their reasonable view, the number aggregate principal amount of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Mexican OfferingUnderwritten Demand, and shall include in such offering the number aggregate principal amount of Registrable Securities securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Mexican Offering Underwritten Demand by the Holders thereofHolders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Threshold Holder(s) making such Mexican Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number aggregate principal amount of Registrable Securities requested to be included therein by each such Holder; Holder and (B) second, if applicableany securities proposed to be offered by the Company and any other holders of Second Lien Notes in priority as may be determined by the Company and such holders. For purposes of Section 2(b)(v), Other the pro rata portion of Registrable Securities requested of each participating Holder shall be the product of (i) the aggregate principal amount of Registrable Securities which the managing underwriter agrees to include in the public offering and (ii) the ratio which such participating Holder’s total Registrable Securities bears to the aggregate principal amount of Registrable Securities of all participating Holders to be included in such Mexican Offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holderRegistration Statement.

Priority of Registration. Notwithstanding any other provision of this Section 2(d2(b), if (A) the Initiating Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwritten offering and (B) the managing underwriter(s) underwriters advise the Company and the Initiating Holders that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the all Initiating Holders and Demand Eligible Holders with Registrable Securities proposed to be included in such Mexican Offeringunderwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A1) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Mexican Offering underwritten offering by the Initiating Holders thereofand the Demand Eligible Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, to give first priority to the inclusion of the Registrable Securities of the Initiating Holders and, thereafter, pro rata among the Threshold Holder(s) making such Mexican Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each such Demand Eligible Holder; and , (B2) second, if applicableany securities proposed to be registered by the Company, and (3) third, Other Registrable Securities requested to be included in such Mexican Offering underwritten offering to the extent permitted hereunder, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.

Priority of Registration. Notwithstanding any other provision of this Section 2(d2(c), if (A) the Qualified Holder intends to distribute the Registrable Securities covered by a Demand Registration by means of an underwritten offering and (B) the managing underwriter(s) underwriters advise the Company that in their reasonable view, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Qualified Holder and the Demand Eligible Holders with Registrable Securities proposed to be included in such Mexican Offeringunderwritten offering, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (A1) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Mexican Offering underwritten offering by the Qualified Holders thereofand the Demand Eligible Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Threshold Holder(s) making such Mexican Qualified Holders and Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and , (B2) second, if applicable, Other Registrable Securities requested any securities proposed to be included in such Mexican Offering to registered by the extent permitted hereunderCompany, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder.and

Priority of Registration. Notwithstanding any other provision of this Section 2(d1(b), if (A) a Demand Registration is an Underwritten Demand and (B) the managing underwriter(s) underwriters advise the Company that in their reasonable viewjudgment, the number of Registrable Securities proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such Public Offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the Maximum Offering Size, then the Company shall so advise the Holders with Registrable Securities proposed to be included in such Mexican OfferingUnderwritten Demand, and shall include in such offering the number of Registrable Securities which can be so sold in the following order of priority, up to the Maximum Offering Size: (x) in the case of a Demand Re-IPO, (A) first, (1) in connection with one or more Mexican Offerings to the extent relating to Priority Shares, the Registrable Securities requested to be included in such Mexican Offering Underwritten Demand by the Holders thereof, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Threshold Holder(s) making such Mexican Demand Request, and (2) thereafter, the Registrable Securities requested to be included in such Mexican Offering by the Holders thereofall Holders, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder; Holder (provided, that each such Holder shall have executed a Lock-Up Agreement, if requested by the managing underwriters), and (B) second, if applicableany securities proposed to be offering by the Company, Other and (y) in the case of any subsequent Underwritten Demand, (A) first, in connection with an Underwritten Demand, the Registrable Securities requested to be included in such Mexican Offering to the extent permitted hereunderUnderwritten Demand by those Holders initially delivering such Demand Request, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the respective holders of such Other Registrable Securities Holders on the basis of the number of securities Registrable Securities requested to be included therein by each such holderHolders; (B) second, in connection with an Underwritten Demand, the Registrable Securities requested to be included in such Underwritten Demand by all Holders of such Registrable Securities not described in the foregoing clause (A), allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holders, and (C) third, any securities proposed to be offered by the Company.