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. (i) The Company will not include in any Demand Registration any securities which are not Registrable Securities unless holder(s) of a majority of the Registrable Securities initiating such Demand Registration pursuant to Section 2(a) otherwise consent. (ii) 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 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 initiating such Demand Registration as well as other holders who are permitted under this Agreement to request the inclusion of Registrable Securities in such Demand Registration), pro rata, if necessary, rata from among the holders of such Registrable Securities based on according to the number of such Registrable Securities owned requested by each such holderthem to be so included, 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, in such manner as the Company may determine.

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. 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. 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 requested to be included in the Demand Registration, provided that the Company may include in such Demand Registration shares of its Equity Securities for sale for its own account, subject to the priority provision described below. If a the Demand Registration is an underwritten offering Public Offering and the managing underwriters for such Demand Registration advise the Company and applicable Holders 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 the marketability marketability, proposed offering price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Demand Registration, timing or method of distribution of the offering, the Company will shall include in such registration Demand Registration the number of Registrable Securities which can be sold without such adverse effect 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 the holders initially requesting such Demand Registration Registration, allocated pro rata, if necessary, rata among the holders respective Holders of such Registrable Securities based on the basis of the number of such Registrable Securities owned by each such holderHolder; (ii) second, securities offered 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 (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 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 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 so included, subject to the terms of this Agreement 7.6.2 Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 7 if the Company, within ten (10) days of the receipt of the request of the Investor, gives notice of its bona fide intention to effect the filing of a registration statement or prospectus supplement to a shelf registration statement with the SEC within forty five (45) days of receipt of such Demand Registrationrequest (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities).

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. In any Demand Registration, the Company will not include any securities that are not Registerable Securities (other than securities owned by the Company that the Company proposes to register) without the prior written consent of the Investors holding a majority of the Registerable 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 registration exceeds the number of Registrable Securities and other securities, if any, which can be sold therein in such offering without adversely affecting the marketability of the offering, the Company will include in such registration registration: (i) first, securities the number of Registerable Securities requested by the Investors exercising demand rights under this Section 1(a) or piggyback rights under Section 2 (with any partial inclusion, if necessary, allocated among them pro rata according to be registered pursuant the number of Registerable Securities that are requested for registration by each selling Investor relative to the total number of Registerable Securities that certain Third Amended Registration Rights Agreement, are requested for registration by and among the parties thereto (the "Original Registrable Securities") , all selling Investors), (ii) second, the number of Registrable Securities requested to be included in such Demand Registration securities owned by the holders initially requesting such Demand Registration pro rataCompany that the Company proposed to register, 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 and (iii) third, any other securities of the Company requested to be included for inclusion in such Demand Registrationregistration (with any partial inclusion, if necessary, allocated among them pro rata according to the number of securities that are requested for registration by each such holder relative to the total number of securities that are requested for registration by all such holders).

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. 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. 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. (i) The Company will not include in any Demand Registration any securities which are not Registrable Securities unless holder(s) of a majority of the Registrable Securities initiating such Demand Registration pursuant to Section 2(a) otherwise consent. (ii) 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 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 from among the holders of such Registrable Securities based on according to the number of such Registrable Securities owned requested by each such holderthem to be so included, 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, in such manner as the Company may determine.

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 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 of the offeringInitiating Holders, the Company will shall 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 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 Registrable Securities shares owned by each such holderholders; (ii) second, securities the Company proposes to sell; and (iii) third, the number of other securities which are not 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 pursuant to contractual registration rights ("OTHER REGISTRABLE SECURITIES"), pro rata among the holders thereof on the basis of the number of their securities requested to be included therein.

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 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. 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 number basis of such Registrable Securities owned by each such holder[ ]2, 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 a GTCR 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, and 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) secondFIRST, the number of Registrable Securities and Other Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adverse effect, pro rata among the respective holders thereof on the basis of the number of Total Registrable Securities owned by each such holder (if less than 100% of the Registrable Securities sought to be registered, a "CUTBACK"), (ii) SECOND, any securities the Company is required to include pursuant to the Purchase Options, (iii) THIRD, any securities held by persons other than the holders of Registrable Securities or Other Registrable Securities which the Company is required to include pursuant to registration rights granted by the Company prior to the date hereof, and (iv) FOURTH, other securities requested to be included in such GTCR Demand Registration by the holders initially requesting such Demand Registration Registration, pro rata, if necessary, rata among the holders of such Registrable Securities based securities on the basis of the number of shares of such Registrable Securities 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 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 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 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. If a in any Demand Registration is an underwritten offering and Registration, the managing underwriter or underwriters thereof advise the Company in writing that in its or their reasonable opinion the number of Registrable Securities and, if permitted hereunder, other securities requested proposed to be included sold in such Demand Registration exceeds the number that can be sold in such offering exceeds without having a material effect on the success of the offering (including, without limitation, an impact on the selling price or the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offeringShares that any participant may sell), the Company will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (ior holders of Registrable Securities, as the case may be) can be sold without having a material adverse effect on the success of the offering as follows: (A) 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 pro rata among those requesting to be included in such Registration on the basis of the number of such Registrable Securities owned by each such holdersecurities requested to be included, and (iiiB) 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 by all other Persons having registration rights with respect thereto pro rata among those requesting such Registration on the basis of the number of securities requested to be included, and (C) third, securities to be issued and sold by the Company.

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 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 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 Registrable Securities of Holders that certain Third Amended Registration Rights Agreementare Principal Investors or members of any Principal Investor Group, 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 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. 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 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.