Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registration.

Priority on Demand Registrations. If a The Company shall not include in any Demand Registration is an underwritten offering and any securities which are not Investor Registrable Securities without the prior written consent of the Investor which shall not be unreasonably withheld, conditioned or delayed. In any Underwritten Offering, if the managing underwriters advise underwriter(s) advises the Company in writing that in their its opinion the number of Investor Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering Underwritten Offering exceeds the number of Investor Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then the Company will shall include in such registration only such number of shares of Common Stock that in the opinion of the managing underwriter(s) can be sold without adversely affecting the marketability of the offering, which shares shall be included in the following order of priority: (ia) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Investor Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration for which registration was requested, pro rata, if necessary, rata among the holders of such Investor Registrable Securities based on the basis of the number of such Investor Registrable Securities owned by each such holder, (b) second, any securities proposed to be registered by the Company and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iiic) third, any other securities of the Company requested proposed to be included in such Demand Registrationregistration which, in the opinion of the underwriters, can be sold without any such adverse effect.

Priority on Demand Registrations. The Company will not include in any underwritten registration pursuant to Section 1 any securities that are not Registrable Securities without the prior written consent of the Requesting Holder(s). If a Demand Registration is an underwritten offering and the managing underwriters advise underwriter advises the Company in writing that in their its reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering offering) exceeds the number of Registrable Securities and other securities, if any, which securities that can be sold therein in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company will include in such offering only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering, which securities will be so included in the Company will include in such registration following order of priority: (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights AgreementRegistrable Securities of the CD&R Investors, the StepStone Investors, JPMorgan, Ridgemont and Citigroup, pro rata on the basis of the aggregate number of Registrable Securities owned by and among the parties thereto (the "Original Registrable Securities") each such Holder, (ii) second, Registrable Securities of any other Holders, pro rata in on the basis of the aggregate number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, Holders and (iii) third, any other securities of the Company that have been requested to be included in such Demand Registrationso included, subject to the terms of this Agreement.

Priority on Demand Registrations. If If, in conjunction with a Registration Statement filed pursuant to a Demand Registration is Request conducted as an underwritten offering and Underwritten Offering, the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Registrable Registerable Securities andproposed to be included in an Underwritten Offering in connection with such Registration Statement exceeds the number of Registerable Securities that can be sold in such offering without materially delaying or jeopardizing the success of such offering (including the price per share of the Class A Common Stock proposed to be sold in such offering), if permitted hereunderthe Company shall include in such offering: (i) first, other securities all Registerable Securities requested to be included by the Xxxxx Holders and each Management Member on a pro rata basis determined based on the number of Registerable Securities so requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") each, (ii) second, all Registerable Securities requested to be included by all Holders other than the Xxxxx Holders or the Management Members on a pro rata basis determined based on the number of Registrable Registerable Securities so requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned registration by each such holder, Holder and (iii) third, up to the number of other Registrable Registerable Securities not included pursuant to clause (i) above pro ratabe issued and sold by the Company in such offering, if necessary, among any (notwithstanding the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iiiprovisions contained in Section 8(a) third, any other securities of the Company requested to be included in such Demand RegistrationManagement Stockholders Agreement).

Priority on Demand Registrations. If a Demand Registration is for an underwritten offering and the managing underwriters advise the Company in writing that in their opinion reasonable opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, securities which can marketing factors permit to be sold therein without adversely affecting the marketability of the in such offering, then the Company will shall include in such registration only that number of Registrable Securities that in the opinion of such underwriters marketing factors permit to be sold in such offering, and the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof with the following priority: (i) first, the securities requested to be registered pursuant to that certain Third Amended of the holders who exercised such Demand Registration Rights Agreementrights, by and allocated pro rata among the parties thereto (respective holders thereof on the "Original Registrable Securities") , (ii) second, basis of the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (ii) second, the Registrable Securities of holders exercising their rights to register their Registrable Securities pursuant to Section 2(a) hereof, allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities so requested, (iii) third, the number of other Registrable Securities not included pursuant securities the Company proposes to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holdersell, and (iiiiv) thirdfourth, any other the securities of other persons or entities that the Company requested is obligated to be included register in a registration pursuant to separate written contractual arrangements with such Demand Registrationpersons.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting in an orderly manner in such offering within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities initially requesting registration, the Company will shall include in such registration the number which can be so sold in the following order of priorities: (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Purchaser Registrable Securities requested to be included in such Demand Registration by registration, pro rata among the holders initially requesting of such Demand Registration Purchaser Registrable Securities on the basis of the number of shares owned by each such holder, (ii) second, the other Registrable Securities requested to be included in such registration, pro rata, if necessary, rata among the holders of such Registrable Securities based on the basis of the number of such Registrable Securities shares owned by each such holder, and (iiiii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registrationregistration.

Priority on Demand Registrations. The Company will not include in any Long-Form Registration or Short-Form Registration any securities which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such shares of Registrable Securities owned by each such holder, and (iiiii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) thirdsecond, any other securities of the Company requested to be included in such Demand Registrationregistration pro rata, if necessary, on the basis of the number of shares of such other securities owned by each such holder, and (iii) third, if Company Registrable Securities are to be included in such registration, the number of Company Registrable Securities to be included in such registration is that number of Company Registrable Securities which is, after giving effect to the foregoing clauses (i) and (ii), required to attain the $30 million threshold offering amount set forth in Section 5(c).

Priority on Demand Registrations. If a Demand Registration is contemplates an underwritten offering and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunder, and other securities requested to be included in such offering offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the marketability success of the offering (including the price, timing or distribution of the Registrable Securities to be sold in such offering), then the Company will include in such registration registration, (i) first, the securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration registration pro rata, if necessary, rata among the holders of Designated Investors and all Other Equityholders requesting that securities be included in such Registrable Securities offering (pursuant to Section 2(a) or otherwise) based on the number of securities requested to be included in such Registrable Securities owned offering by each such holderholders at such time, and (iiiii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) thirdsecond, any other securities of the Company requested (pursuant to Section 3(a) or otherwise) to be included in such Demand Registrationregistration (whether for the account of the Company or any other holder of the Company’s securities) pro rata on the basis of the number of such other securities requested to be included therein by the Company and each such other holder (or in such other manner as the Company and such other holders agree). For the avoidance of doubt, this Section 2(c) shall not apply to a Shelf Underwritten Offering.

Priority on Demand Registrations. If If, in conjunction with a Registration Statement filed pursuant to a Demand Registration is Request conducted as an underwritten offering and Underwritten Offering, the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Registrable Registerable Securities and, if permitted hereunder, other securities requested proposed to be included in an Underwritten Offering in connection with such offering Registration Statement exceeds the number of Registrable Registerable Securities and other securities, if any, which that can be sold therein in such offering without adversely affecting materially delaying or jeopardizing the marketability success of such offering (including the price per share of the Class A Common Stock proposed to be sold in such offering), the Company will shall include in such registration offering: (i) first, securities all Registerable Securities requested to be registered pursuant to that certain included by each of Advent, Fifth Third Amended Registration Rights Agreementand FTPS Partners or any Significant Transferee on a pro rata basis based on the number of Registerable Securities Beneficially Owned by each such Holder, by and among the parties thereto (the "Original Registrable Securities") respectively, (ii) second, the number of Registrable all Registerable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration JPDN, (iii) third, all Registerable Securities requested to be included by all Holders other than Advent, Fifth Third, FTPS Partners and JPDN or any Significant Transferees on a pro rata, if necessary, among the holders of such Registrable Securities rata basis based on the number of such Registrable Registerable Securities owned Beneficially Owned by each such holder, Holder and (iiiiv) thirdfourth, up to the number of other Registrable Registerable Securities not included pursuant to clause (i) above pro ratabe issued and sold by the Company in such offering, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registrationany.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting in an orderly manner in such offering within the marketability price range acceptable to the holders of a majority of the offeringRegistrable Securities initially requesting such registration, the Company will include in such registration registration, (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among (a) the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand registration and (b) any other securities of the Company required to be included in such registration pursuant to the terms of the Existing Registration by Agreement, in each case that, in the holders initially requesting opinion of such Demand Registration underwriters, can be sold in an orderly manner within such price range, pro rata, if necessary, rata among the respective holders thereof on the basis of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iiiii) thirdsecond, the number of other Registrable Securities not securities requested (and permitted) to be included pursuant to clause (i) above pro ratain such registration, if necessaryany, that, in the opinion of such underwriters, can be sold in an orderly manner within such price range, pro rata among the holders of such Registrable Securities based securities on the basis of the number of such Registrable Securities securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registration.

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities requested to be included in the Demand Registration except as set forth in the next sentence. If a the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting in an orderly manner in such offering within a price range acceptable to the marketability Holders of a majority of the offeringRegistrable Securities requested to be included in the Demand Registration, the Company will shall include in such registration Demand Registration the number of Registrable Securities which can be so sold in the following order of priority: (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by Registration, which in the holders initially requesting opinion of such Demand Registration underwriter can be sold in an orderly manner within the price range of such offering, pro rata, if necessary, rata among the holders respective Holders of such Registrable Securities based on the basis of the total number of such Registrable Securities owned by each such holderHolder, and (iiiii) thirdsecond, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand RegistrationRegistration to the extent permitted hereunder.

Priority on Demand Registrations. If In the event that a Demand Registration is an underwritten offering offering, and the managing underwriters advise the Company in Willxxxx xx writing that in their opinion the number of Registrable Securities andSecurities, if permitted hereunderthe Company's securities, and any other securities requested to be included exceeds the number that can be sold in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting such underwriters' ability to effect an orderly distribution of such securities (including the marketability of the offeringprice thereof), the Company will include in such registration registration: (i) first, securities the number of Registrable Securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, included by and among the parties thereto Willxxxx; (the "Original Registrable Securities") , (iixi) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and any other Holder; (iii) third, if all the Registrable Securities requested to be included are included in such registration, the number of other the Company's securities requested to be included that, in the opinion of such underwriters, can be sold; and (iv) fourth, if all Registrable Securities not and the Company's securities requested to be included pursuant to clause (i) above pro rata, if necessary, among the holders of are included in such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) thirdregistration, any other securities of the Company requested to be included in such Demand Registrationregistration that, in the opinion of such underwriters, can be sold.

Priority on Demand Registrations. If a 7.6.1 The Company will not include in any Demand Registration is by means of an underwritten offering and pursuant to this Section 7 any securities that are not Registrable Securities, without the prior written consent of the Investor. If the managing underwriters advise the Company in writing that in their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering offering) exceeds the number of Registrable Securities and other securities, if any, which securities that can be sold therein in such offering without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), the Company will include in such registration offering only such number of securities that in the reasonable opinion of such managing underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, securities requested to be registered pursuant to that certain Third Amended Registrable Securities of any Holder on whose behalf the Investor has submitted a Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") Request, (ii) second, Registrable Securities of any other Holder who has delivered written requests for registration pursuant to Section 7.2, pro rata on the basis of the aggregate number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holderPerson, and (iii) third, any other securities of the Company that have been requested to be included in such Demand Registration.so included, subject to the terms of this Agreement

Priority on Demand Registrations. The Registrant shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Manager Securities of the Registrant included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company Registrant in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, of the Registrant, which can be sold therein without adversely affecting the marketability of the offering, the Company will Registrant shall include in such registration (i) first, the securities requested the Registrant proposes to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") sell, (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration registration, pro rata, if necessary, rata among the respective holders thereof on the basis of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, holder and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among permitted by the holders of such Registrable Securities based on a majority of the number of such Registrable Securities owned by each such holder, and (iiiManager Securities) third, any other securities of the Company Registrant requested to be included in such Demand Registrationregistration, pro rata among the respective holders thereof on the basis of the number of shares owned by each such holder (to the extent permitted to be so included, in the case of securities which are not Registrable Securities).

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities andand other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering within a price range acceptable to the holders of a majority (by number of Registrable Securities) of the Registrable Securities held by the Holders requested to be included in such registration (the “Maximum Offering Size”), the Company will include in such registration, (i) first, the Registrable Securities of the Holders requested to be included in such registration, pro rata among the Holders based upon the number of securities which each Holder proposes to sell, (ii) second, if permitted hereunderall Registrable Securities requested to be included in such registration by the Holders are included in such registration, the Registrable Securities of the Company requested to be included in such registration, (iii) third, if all the Registrable Securities of the Company requested to be included in such registration are included in the registration, the Registrable Securities of holders other than the Holders requested to be included in such registration, pro rata, based upon the number of securities which each such securityholder proposes to sell, and (iv) fourth, if all Registrable Securities requested to be included in such registration are included in the registration, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registrationregistration.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunderapplicable, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securitiesand, if anyapplicable, other securities which can be sold therein without adversely affecting in an orderly manner in such offering within a price range acceptable to the marketability Holders of a majority of the Registrable Securities proposed to be included in such offering, the Company will shall include securities in such registration in the following order of priority: (i) first, securities the number of Registrable Securities of Holders requested to be registered pursuant to that certain Third Amended Registration Rights Agreementincluded which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, by and allocated pro rata among the parties thereto (respective Holders thereof on the "Original basis of the amount of Registrable Securities") , Securities owned by each such Holder; and (ii) second, the number of Registrable Securities other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering provided, however, that if the Company has, prior to the date of this Agreement, entered into an agreement with respect to its securities that is inconsistent with the order of priority contemplated hereby then it shall apply the order of priority in such Demand Registration by conflicting agreement to the holders initially requesting extent that it would otherwise result in a breach under such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registrationagreement.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities (other than securities owned by the Company which the Company proposes to register) without the prior written consent of the holders of at least a majority of the BRS Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration registration, (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such shares of Registrable Securities owned requested to be included therein by each such holder, and (iiiii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) thirdsecond, any other securities of the Company requested to be included in such Demand Registrationregistration pro rata, if necessary, on the basis of the number of shares of such other securities requested to be included therein by each such holder.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting in an orderly manner in such offering within a price range acceptable to the marketability holders of a majority of the offeringRegistrable Securities initially requesting registration, the Company will shall include in such registration the number which can be so sold in the following order of priorities: (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Securities other than Class B Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration registration, pro rata, if necessary, rata among the holders of such Registrable Securities based on the basis of the number of shares owned by each such holder, (ii) second, the Class B Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registrationregistration.

Priority on Demand Registrations. If a In the event that the Company proposes to sell any of its securities in any Demand Registration is and less than 75% of the Registrable Securities requested to be included in such registration are ultimately sold pursuant to such registration, then such Demand Registration shall be treated for all purposes hereunder as a Piggyback Registration and shall not count as one of the two permitted Demand Registrations. If the managing underwriters in an underwritten offering and the managing underwriters (as selected in accordance with Section 1(d) below) advise the Company in writing that that, in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein herein without adversely affecting the marketability of the offering, the Company will shall include in such registration (i) first, the securities requested the Company proposes to be registered pursuant to that certain Third Amended Registration Rights Agreementsell, by and among the parties thereto (the "Original Registrable Securities") if any, (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration registration, pro rata, if necessary, rata among the holders of such Registrable Securities based on the basis of the number of such Registrable Securities shares owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registrationregistration.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registration.

Priority on Demand Registrations. The Company shall not include -------------------------------- in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of Investor Registrable Securities initially requesting such registration, If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, . if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting in an orderly manner in such offering within a price range acceptable to the marketability holders of the offeringInvestor Registrable Securities initially requesting such registration, the Company will shall include in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Investor Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration ----- registration, pro rata, if necessary, rata among the holders of such Investor Registrable Securities based on the basis of the number of such Investor Registrable Securities owned by each such holder, and (iiiii) thirdsecond, the number of other Executive Registrable Securities not requested to be ------ included pursuant to clause (i) above in such registration, pro rata, if necessary, rata among the holders of such Executive Registrable Securities based on the basis of the number of such Registrable Securities securities owned by each such holder, holder and (iii) third, any other securities of the Company requested to be included ----- in such Demand Registrationregistration, pro rata among the holders thereof.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iiiii) thirdsecond, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registration.

Priority on Demand Registrations. The Company will not include in any Long-Form Registration or Short-Form Registration any securities which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such shares of Registrable Securities owned by each such holder, holder and (iiiii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) thirdsecond, any other securities of the Company requested to be included in such Demand Registrationregistration pro rata, if necessary, on the basis of the number of shares of such other securities owned by each such holder, and (iii) third, if Company Registrable Securities are to be included in such registration, the number of Company Registrable Securities to be included in such registration is that number of Company Registrable Securities which is, after giving effect to the foregoing clauses (i) and (ii), required to attain the $20 million threshold offering amount set forth in Section 5(c).

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") ), (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registration.

Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration, which consent will not be unreasonably withheld. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability marketability, proposed offering price, timing, distribution method or probability of the success of such offering, the Company will include in such registration (i) first, securities the Sun Registrable Securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreementincluded in such registration which in the opinion of such underwriters can be sold without adverse effect, by and pro rata among the parties thereto (holders thereof on the "Original basis of the number of Registrable Securities") Securities owned by each such holder, (ii) second, the number of Other Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration Registration, pro rata, if necessary, rata among the holders thereof on the basis of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, holder and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand RegistrationRegistration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders thereof on the basis of the number of such other securities owned by each such holder.

Priority on Demand Registrations. If a The Company will not include in any Demand Registration is by means of an underwritten offering and pursuant to this Section 7 any securities that are not Registrable Securities, without the prior written consent of the Investor. If the managing underwriters advise the Company in writing that in their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering offering) exceeds the number of Registrable Securities and other securities, if any, which securities that can be sold therein in such offering without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), the Company will include in such registration offering only such number of securities that in the reasonable opinion of such managing underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, securities requested to be registered pursuant to that certain Third Amended Registrable Securities of any Holder on whose behalf the Investor has submitted a Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") Request, (ii) second, Registrable Securities of any other Holder who has delivered written requests for registration pursuant to Section 7.2, pro rata on the basis of the aggregate number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holderPerson, and (iii) third, any other securities of the Company that have been requested to be included in such Demand Registrationso included, subject to the terms of this Agreement.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities securities, requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein in an orderly manner in such offering within a price range acceptable to holder(s) of a majority of the Registrable Securities initiating such Demand Registration pursuant to Section 2(a) and without adversely affecting the marketability of the offering, then the Company will include in such registration Demand Registration (iA) first, securities the number of Registrable Securities (other than Management Registrable Securities) requested to be registered pursuant included in such Demand Registration (by holders initiating such Demand Registration as well as other holders who are permitted under this Agreement to that certain Third Amended Registration Rights Agreementrequest the inclusion of Registrable Securities in such Demand Registration), by and pro rata from among the parties thereto (holders of such Registrable Securities according to the "Original number of Registrable Securities") Securities requested by them to be so included, (iiB) second, the number of Management Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration Registration, pro rata, if necessary, rata from among the holders of such Management Registrable Securities based on according to the number of such Management Registrable Securities owned requested by each such holderthem to be so included, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iiiC) third, any other securities of the Company requested to be included in such Demand Registrationregistration, in such manner as the Company may determine.

Priority on Demand Registrations. If (i) The Company will not include in any Long-Form Registration or Short-Form Registration any securities which are not Registrable Securities (other than Company Registrable Securities) without the prior written consent of the holders of at least a Demand majority of the Registrable Securities included in such registration. Subject to paragraph (ii) below, if a Long-Form Registration or a Short-Form Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (iA) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such units of Registrable Securities owned by each such holder, and (iiiB) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) thirdsecond, any other securities of the Company requested to be included in such Demand Registrationregistration pro rata, if necessary, on the basis of the number of units of such other securities owned by each such holder, and (C) third, if Company Registrable Securities are to be included in such registration, the number of Company Registrable Securities to be included in such registration is that number of Company Registrable Securities which is, after giving effect to the foregoing clauses (A) and (B), required to attain the $20 million threshold offering amount set forth in Section 6(c).

Priority on Demand Registrations. If If, in conjunction with a Registration Statement filed pursuant to a Demand Registration is Request conducted as an underwritten offering and Underwritten Offering, the managing underwriters advise the Company in writing that that, in their opinion opinion, the number of Registrable Registerable Securities and, if permitted hereunder, other securities requested proposed to be included in an Underwritten Offering in connection with such offering Registration Statement exceeds the number of Registrable Registerable Securities and other securities, if any, which that can be sold therein in such offering without adversely affecting materially delaying or jeopardizing the marketability success of such offering (including the price per share of the Units proposed to be sold in such offering), the Company will shall include in such registration offering: (i) first, securities all Registerable Securities requested to be registered pursuant to that certain included by each of Advent, Fifth Third Amended Registration Rights Agreementand FTPS Partners on a pro rata basis based on the number of Registerable Securities Beneficially Owned by Advent, by Fifth Third and among the parties thereto (the "Original Registrable Securities") FTPS Partners, respectively, (ii) second, the number of Registrable all Registerable Securities requested to be included in such Demand Registration by the JPDN, (iii) third, all Registerable Securities requested to be included by all holders initially requesting such Demand Registration other than Advent, JPDN, Fifth Third and FTPS Partners on a pro rata, if necessary, among the holders of such Registrable Securities rata basis based on the number of such Registrable Registerable Securities owned Beneficially Owned by each such holder, holder and (iiiiv) thirdfourth, up to the number of other Registrable Registerable Securities not included pursuant to clause (i) above pro ratabe issued and sold by the Company in such offering, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registrationany.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "“Original Registrable Securities") ”), (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registration.

Priority on Demand Registrations. If the managing underwriter or underwriters of a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in its or their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested proposed to be included sold in such offering Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without sold, or adversely affecting affects the marketability of price at which the Registrable Securities are to be sold, in such offering, the Company will include in such registration only the number of Registrable Securities which, in the opinion of such underwriter or underwriters, can be sold in such offering without such material adverse effect. To the extent such Demand Registration includes Registrable Securities of more than one Demand Holder, the Registrable Securities so included in such Demand Registration shall be apportioned (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and pro rata among the parties thereto (Holders based upon the "Original Registrable Securities") number of shares of Common Stock owned by each Holder at the date of determination, (ii) second, the number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, rata among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, other Shareholders and (iii) third, pro rata among any other shares of Common Stock, in each case according to the total number of other shares of Registrable Securities not included pursuant to clause (i) above pro ratarequested for inclusion by such selling holders, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included or in such Demand Registrationproportions as mutually agreed among such selling holders.

Priority on Demand Registrations. The Company will not include in any underwritten registration pursuant to this Section 2(a) any securities that are not Registrable Securities, without the prior written consent of the Investor. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering offering) exceeds the number of Registrable Securities and other securities, if any, which securities that can be sold therein in such offering without adversely affecting the marketability of the offeringoffering (including an adverse effect on the per share offering price), the Company will include in such registration offering only such number of securities that in the reasonable opinion of such managing underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among Registrable Securities of the parties thereto (the "Original Registrable Securities") Investor, (ii) second, Registrable Securities of any permitted transferee who has delivered written requests for registration pursuant to Section 2(a)(1), pro rata on the basis of the aggregate number of Registrable Securities requested to be included in such Demand Registration by the holders initially requesting such Demand Registration pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holderperson, and (iii) third, any other securities of the Company that have been requested to be included in such Demand Registrationso included, subject to the terms of this Agreement.

Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the Company or the marketability of the offering, the Company will include shall include, subject to Section 1(g) below, in such registration (i) first, securities requested to be registered pursuant to that certain Third Amended Registration Rights Agreement, by and among the parties thereto (the "Original Registrable Securities") , (ii) second, the number quantity of Registrable Securities requested to be included in such Demand Registration Registration, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such holder and (ii) second, (if permitted by the holders initially requesting such Demand Registration pro rata, if necessary, among of a majority of the holders of such Investor Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, the number of other Registrable Securities not included pursuant to clause (i) above pro rata, if necessary, among the holders of such Registrable Securities based on the number of such Registrable Securities owned by each such holder, and (iii) third, any other securities of the Company requested to be included in such Demand Registration) other securities requested to be included in such registration, which in the opinion of such underwriters can be sold without adversely affecting the Company or the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration (to the extent permitted to be so included, in the case of securities which are not Registrable Securities) by each such holder.