Common use of Priority on Piggyback Registrations Clause in Contracts

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) for the offering advises the General Partner in writing that in its opinion the number of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) for underwriter or underwriters, if any, advise the offering advises the General Partner holders of Registrable Securities in writing that in its or their reasonable opinion that the number or kind of securities proposed to be sold in such registration (including Registrable Securities to be included pursuant to subsection (a)(i) above) will materially adversely affect the success of such offering, the Company will include in such registration the number of shares securities, if any, which, in the opinion of Qualified such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (A) first, the securities the Company proposes to sell, (B) second, the securities proposed to be sold by Persons initially requesting such registration, if any (other than any BRS Investor), and (C) third, the securities proposed to be sold by any BRS Investor and the Registrable Securities requested or proposed to be included in such registration exceeds by the holders of Registrable Securities and all other Persons having registration rights with respect to such offering. To the extent that the privilege of including Registrable Securities in any Piggyback Registration must be allocated among the holders of Registrable Securities and other Persons pursuant to clause (B) or (C) above, the allocation shall be made pro rata based on the number which can be sold in of Registrable Securities that each such offering without materially affecting the offering price of the securities proposed participant shall have requested to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares therein or proposed to be sold by any BRS Investor, as the General Partner, and (b) the securities case may be. If any holder of holders of securities Registrable Securities is excluded as a result of the General Partner (other than foregoing restrictions from registration, then such holder shall be entitled to sell, on a pro rata basis, the Holders of Qualified excluded Registrable Securities, as such, with respect prior to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder pursuant to be included thereinthe underwriters’ over-allotment option.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and NBCi will cause the managing underwriter(s) for the offering advises the General Partner in writing that in its opinion the number underwriter or underwriters of shares a proposed Underwritten Offering on behalf of Qualified NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or proposed underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such registration exceeds Underwritten Offering the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereofRegistrable Securities that, in the opinion of such managing underwriter(s)underwriter or underwriters, (a) can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated PRO RATA among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such registration Holder; PROVIDED, HOWEVER, if any Registration Statement is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold filed by NBCi whether or not for sale for NBCi's own account during the General Partnersix month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; PROVIDED that in no event will CNET be entitled to include more than 1,000,000 Registrable Securities in such offering; PROVIDED FURTHER that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (bB) if the securities number of holders shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of securities one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the General Partner (other than the Holders of Qualified same standard, may also exclude entirely from such offering all Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested Securities proposed to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, offering to the extent such Qualified the Registrable Securities may be are not of the same class as securities of NBCi included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinoffering.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration Underwritten Offering and the managing underwriter(s) for Managing Underwriters advise the party or parties initiating such offering advises the General Partner in writing (a copy of which writing shall be provided to the Holders) that in its opinion their good faith judgment the number of shares of Qualified Registrable Securities securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price marketability of the securities proposed to offering, then any such registration shall include the maximum number of shares that such Managing Underwriters advise can be included therein, the General Partner will include sold in such registration offering allocated as follows: (x) if the Company has initiated such offering, (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable SecuritiesCompany proposes to sell, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities that any other securities may be included in such Qualified Registration without materially affecting exceeding the offering price of limitations recommended by the securities referred to in clause underwriters as aforesaid, (i), in A) the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback registration by the Holders and the holders of Registrable Securities (as defined in the Investor Rights Agreement and in the Rhino Registration pursuant Rights Agreement), with all such additional securities to Section 5.2 be included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Investor Rights Agreement) has initiated such offering, (i) first, the securities the holders under the Investor Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, all such other securities on a pro rata basis (or in such other proportion mutually agreed upon among the Company, if applicable, and such other holders) based on the amount of the General Partner held by persons securities requested to be included therein, and (z) if a party other than the Holders having rights Company or a holder under the Investor Rights Agreement initiated such offering, (i) first, the securities such other party proposes to participate sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, securities proposed to be sold by the Company, and the Registrable Securities to be included in such Piggyback Registration which are non-preferential to registration by the Holders, the holders of Registrable Securities as defined in the Investor Rights Agreement and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, with such additional securities to be included on a pro rata basis (or in such other basis mutually agreed among all the Company, the Holders and such holders other holders), based on the basis amount of the total number of shares of Registrable Securities and other securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and The Company shall use commercially reasonable efforts to cause the managing underwriter(s) for the underwriter or underwriters of a proposed underwritten offering advises the General Partner in writing that in its opinion the number to permit holders of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in the registration for such Piggyback Registrationoffering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that, in each case in accordance with its view, the agreement(s) with respect to such registration rights between the General Partner and total amount of securities that such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 Company and any other securities of the General Partner held by persons other than the Holders Persons having rights to participate in such Piggyback Registration which are non-preferential registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company and holders of Registrable Securities) shall be reduced to the Holdersextent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company and holders of Registrable Securities) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among all such holders on the basis of the total number of shares of securities percentage of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin such Registration Statement by such holders. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) any Piggyback Registration shall contain all language (including, without limitation, on the Prospectus cover page, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Company shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder of Registrable Securities to effect such Partner Distribution.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) underwriter for an Underwritten Offering to be made by the offering Company advises the General Partner Company in writing that the inclusion of Registrable Securities in such offering would cause an adverse effect on such offering, and the Company notifies, in writing, each Holder that has requested its opinion Registrable Securities be so included of such advice, then (i) the number of shares of Qualified such Holder’s or Holders’ Registrable Securities requested or proposed to be included in the Registration Statement shall be reduced to an amount which, in the judgment of such registration exceeds managing underwriter, would eliminate such adverse effect or (ii) if no such reduction would, in the number which can be sold in judgment of such offering without materially affecting managing underwriter, eliminate such adverse effect, then the offering price of Company shall have the right to exclude all such Registrable Securities from such Registration Statement; provided, however, that no other securities proposed that are the same as the Registrable Securities that had been requested to be included therein, in a Registration Statement by any Holder pursuant to Section 5(a)(i) are included and offered for the General Partner will include account of any other Person (other than the Company) in such registration Registration Statement. Any partial reduction in the number of Registrable Securities to be included in the Registration Statement pursuant to clause (i) first, to the extent such securities of the General Partner may immediately preceding sentence shall be included effected on a pro rata basis among each of the Holders requesting inclusion of Registrable Securities in such Qualified Registration without materially affecting Statement and each of the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of other holders of securities of the General Partner (other than Company that are requesting inclusion of securities of the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities Company in such Piggyback Registration in preference to Statement that are the Holders which such holders have duly same as the Registrable Securities that had been requested to be included in such Piggyback Registration, in each case in accordance with Registration Statement based on the agreement(s) with respect to such registration rights between ratio that the General Partner and such holders; and (ii) second, to the extent such Qualified number of Registrable Securities may be included in such Qualified Registration without materially affecting the offering price or other securities of the securities referred to in clause (i), in the opinion of Company that each such managing underwriter(s), the Qualified Registrable Securities Holder or each such other holder requested by the Holders to be included in such Piggyback Registration pursuant Statement bears to Section 5.2 the total number of Registrable Securities and any other securities of the General Partner held by persons Company that all Holders and such other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinin such Registration Statement.

Priority on Piggyback Registrations. If a Piggyback Registration is any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 6 are to be sold in an underwritten registration and Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) for of a proposed Underwritten Offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the offering advises same terms and subject to the General Partner same conditions as any other securities, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such Underwritten Offering advise the Company in writing that in its it is their good faith opinion the total number or dollar amount of shares securities that such Holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of Qualified Registrable Securities requested or proposed to the securities in such offering, then there shall be included in such registration exceeds Underwritten Offering the number which can be sold in such offering without materially affecting the offering price or dollar amount of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, that in the opinion of such managing underwriter(s)) can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (ai) if such registration is initiated by the General Partner proposing to register any of its REIT Sharesfirst, such REIT Shares all securities proposed to be sold by the General PartnerCompany for its own account; (ii) second, all Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 6, pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such Holders; and (biii) the third, all other securities of holders requested to be included in such Registration Statement by other Holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights entitled to include such securities in such Piggyback Registration in preference Statement pursuant to piggyback registration rights; provided that any Holder may, prior to the Holders which such holders have duly requested effectiveness of the Registration Statement, withdraw its request to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to this Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein6.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration offering by or through one or more underwriters of recognized standing and the managing underwriter(s) for underwriters advise the party or parties initiating such offering advises the General Partner in writing (a copy of which writing shall be provided to the Holders) that in its opinion their good faith judgment the number of shares of Qualified Registrable Securities securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price marketability of the securities proposed to offering, then any such registration shall include the maximum number of shares that such managing underwriters advise can be included therein, the General Partner will include sold in such registration offering allocated as follows: (x) if the Company has initiated such offering, (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable SecuritiesCompany proposes to sell, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities that any other securities may be included in such Qualified Registration without materially affecting exceeding the offering price of limitations recommended by the securities referred to in clause underwriters as aforesaid, (i), in A) the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant registration by the Holders and the holders of Registrable Securities (as defined in the Gulfport Investor Rights Agreement), with all such additional securities to Section 5.2 be included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein, and then, if any additional securities may be included (B) to such additional securities on a pro rata basis (or in such other proportion mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Gulfport Investor Rights Agreement) has initiated such offering (i) first, the securities the holders under the Gulfport Investor Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder propose to sell on a pro rata basis (or in such other proportion mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, all such other securities on a pro rata basis (or in such other proportion mutually agreed upon among such other holders) based on the amount of the General Partner held by persons securities requested to be included therein, and (z) if a party other than the Holders having rights Company or a holder under the Gulfport Investor Rights Agreement initiated such offering, securities proposed to participate be sold by the Company, and the Registrable Securities to be included in such Piggyback Registration which are non-preferential to registration by the Holders, with such additional securities to be included on a pro rata basis (or in such other proportion mutually agreed among all the Company, the Holders and such holders other holders), based on the basis amount of the total number of shares of Registrable Securities and other securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and The Company shall use reasonable efforts to cause the managing underwriter(s) for the underwriter or underwriters of a proposed underwritten offering advises the General Partner in writing that in its opinion the number to permit holders of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in the registration for such Piggyback Registrationoffering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in each case in accordance with writing that it is their good faith opinion that the agreement(s) with respect to such registration rights between the General Partner and total amount of securities that such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 Company and any other securities of the General Partner held by persons other than the Holders Persons having rights to participate in such Piggyback Registration which are non-preferential registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company) shall be reduced to the Holdersextent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among all such holders on the basis of the total number of shares of securities percentage of the General PartnerRegistrable Securities requested to be included in such Registration Statement by such holders. Notwithstanding anything contained herein to the contrary, including Qualified Registrable Securitiesthe Company hereby agrees that (i) any Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal unitholders’ chart and the plan of distribution) as may be requested by each a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Company shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to be included thereineffect such Partner Distribution.

Priority on Piggyback Registrations. If any of the Registrable Securities to be registered pursuant to the registration giving rise to rights under this Section 4 are to be sold in an underwritten offering, the Corporation shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities who have submitted a Piggyback Registration is an underwritten registration Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and conditions as any other interests, if any, of the Corporation included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) for underwriter or underwriters of such underwritten offering advise the offering advises the General Partner Corporation in writing that, in their good-faith opinion, the total number or dollar amount of securities proposed to be sold in such offering exceeds the total number or dollar amount of such securities that can be sold without adversely affecting the price, timing or distribution of the securities to be included in such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights, the “Other Securities”), then there shall be included in such underwritten offering the number or dollar amount of securities that in its the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering (such reduction in the number of shares Registrable Securities to be included in such underwritten offering, the “Piggyback Cutback”), and such number of Qualified Registrable Securities shall be allocated as follows: (i) first, all securities proposed to be sold by the Corporation for its own account; (ii) second, all Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders4, pro rata among all such holders on the basis of the total number of shares of securities percentage of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin such Registration Statement by such holders; and (iii) third, all Other Securities requested to be included in such Registration Statement.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and The Company shall use reasonable efforts to cause the managing underwriter(s) for the underwriter or underwriters of a proposed underwritten offering advises the General Partner in writing that in its opinion the number to permit holders of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in the registration for such Piggyback Registrationoffering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in each case in accordance with writing that it is their good faith opinion that the agreement(s) with respect to such registration rights between the General Partner and total amount of securities that such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 Company and any other securities of the General Partner held by persons other than the Holders Persons having rights to participate in such Piggyback Registration which are non-preferential registration, intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company, the Qualified Holders, Xxxxxxx Xxxxx and the Management Stockholders) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company, the Qualified Holders, Xxxxxxx Xxxxx and the Management Stockholders) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among all such holders on the basis of the total number of shares of securities percentage of the General PartnerRegistrable Securities requested to be included in such Registration Statement by such holders. Notwithstanding anything contained herein to the contrary, including Qualified Registrable Securitiesthe Company hereby agrees that (i) any Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be requested by each a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Company shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to be included thereineffect such Partner Distribution.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration registration, and the managing underwriter(sunderwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of Securities that the Company intends to offer and sell for its own account and that does not exceed the offering advises Underwriters' Maximum Number; (ii) if the General Partner in writing that in its opinion Underwriters' Maximum Number exceeds the number of shares securities which the Company proposes to offer and sell for its own account in such registration, then the Company shall include in such registration that number of Qualified Registrable Securities which Prudential, NET or their respective Affiliates shall have requested or proposed to be included in such registration and which shall not be greater than such excess; (iii) if the Underwriters' Maximum Number exceeds the number of securities which can be sold the Company proposes to offer and sell for its own account and for the account of Prudential, NET and their respective Affiliates in such offering without materially affecting registration, then the offering price of the securities proposed to be included therein, the General Partner will Company shall include in such registration (i) first, that number of Securities that the Company intends to offer and sell for its own account plus that number of Registrable Securities which the extent such securities of the General Partner may remaining Stockholders shall have requested be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of registration and which shall not be greater than such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner excess and such holders; and (ii) second, to the extent such Qualified Registrable Securities may shall be included in allocated PRO RATA among such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders Stockholders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, Securities requested to be included therein by each such holder Holder; and (iv) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clauses (ii) and (iii) and the number of Securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other Securities which other persons shall have requested be included thereinin such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 2(c) are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities who have submitted a Piggyback Registration is an underwritten registration Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) for underwriter or underwriters of such underwritten offering advise the offering advises the General Partner Company in writing that in its it is their good faith opinion the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering, and such number of shares of Qualified Registrable Securities shall be allocated as follows: (i) first, all securities proposed to be sold by the Company for its own account; (ii) second, all Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders2(c), pro rata among all such holders on the basis of the total number of shares of securities percentage of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin such Registration Statement by such holders; and (iii) third, all other securities requested to be included in such Registration Statement; provided that holders may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this Section 2(c).

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten the Registrable Securities requested to be included in the registration statement by any Stockholder differ from the type of securities proposed to be registered by the Company and the managing underwriter(s) for the offering underwriter advises the General Partner in writing Company that in its opinion due to such differences the inclusion of such Registrable Securities would cause a Material Adverse Effect, then (1) the number of shares of Qualified such Stockholder's or Stockholders' Registrable Securities to be included in the Registration Statement shall be reduced to an amount which, in the judgment of the managing underwriter, would eliminate such Material Adverse Effect or (2) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities of such type are included and offered for the account of any other person or entity in such registration statement. Any partial reduction in the number of Registrable Securities to be included in the registration statement pursuant to clause (1) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Stockholder's requested or proposed securities bears to the total number of Shares requested to be included in such registration exceeds the number which can statement by all persons or entities (including Requesting Stockholders) who have requested (pursuant to contractual registration rights) that their securities be sold included in such offering without materially affecting registration statement. If the offering price of the securities proposed Registrable Securities requested to be included thereinin the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the General Partner Company will be obligated to include in such registration (i) firststatement, as to each Stockholder, only a portion of the Registerable Securities such Stockholder has requested be registered equal to the extent ratio which such Stockholder's requested securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference bears to the Holders which such holders have duly total number of Shares requested to be included in such Piggyback Registration, in each case in accordance with the agreement(sregistration statement by all persons or entities (including Requesting Stockholders) with respect who have requested (pursuant to such contractual registration rights between the General Partner and such holders; and (iirights) second, to the extent such Qualified Registrable Securities may that their securities be included in such Qualified Registration without materially affecting the offering price registration statement. If as a result of the securities referred provisions of this Section 2(c)(ii) any Stockholder shall not be entitled to in clause (i), in the opinion of such managing underwriter(s), the Qualified include all Registrable Securities in a registration that such Stockholder has requested by the Holders to be included so included, such Stockholder may withdraw such Stockholder's request to include Registrable Securities in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinregistration statement.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) for the offering advises the General Partner in writing that in its opinion the number of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting Piggyback Registration by any Holder differ from the offering price type of the securities proposed to be included thereinregistered by the Company and the managing Underwriter advises the Company that due to such differences the inclusion of such Registrable Securities would cause a Pricing Material Adverse Effect, the General Partner will include in such registration then (i) first, the number of such Holders' Registrable Securities to the extent such securities of the General Partner may be included in such Qualified the Piggyback Registration without materially affecting the offering price thereofshall be reduced to an amount which, in the opinion of the managing Underwriter, would eliminate such managing underwriter(s), Pricing Material Adverse Effect or (aii) if no such registration is initiated by reduction would, in the General Partner proposing opinion of the managing Underwriter, eliminate such Pricing Material Adverse Effect, then the Company shall have the right to register any of its REIT Sharesexclude all such Registrable Securities from such Piggyback Registration, such REIT Shares proposed to be sold by the General Partnerprovided, and (b) the that no other securities of holders such type are included and offered for the account of securities of the General Partner (any other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities Person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration in preference pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the Holders which such holders have duly total number of shares requested to be included in such Piggyback Registration, in each case in accordance with Registration by all Persons other than the agreement(s) with respect Company who have the contractual right to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may request that their shares be included in such Qualified Registration without materially affecting registration statement and who have requested that their shares be included. If the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested to be included in the registration statement are of the same type as the securities being registered by the Holders Company and the managing Underwriter advises the Company that the inclusion of such Registrable Securities would cause a Pricing Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held registration statement by persons all Persons (other than the Holders having rights Person or Persons initiating such registration request) who have the contractual right to participate request that their shares be included in such Piggyback Registration which registration statement and who have requested their shares be included. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder's requested shares are non-preferential to included. If another security holder initiated the Holdersregistration, pro rata among then the Company may not include any of its securities in such registration statement unless all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 2.02(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Securities in such registration statement prior to its effectiveness.

Priority on Piggyback Registrations. If the Registrable Stock requested to be included in a Piggyback Registration is an underwritten registration statement by any Holder pursuant to Section 3(a) hereof differ from the type of securities proposed to be registered by First Avenue and the managing underwriter(s) underwriter for the related underwritten offering advises the General Partner First Avenue in writing that due to such differences the inclusion of such Registrable Stock would cause an Adverse Effect, and First Avenue notifies such Holder in its opinion writing of such advice, then (i) the number of shares such Holder’s Registrable Stock to be included in the registration statement shall be reduced to an amount which, in the judgment of Qualified such managing underwriter, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriter, eliminate such Adverse Effect, then First Avenue shall have the right to exclude all such Registrable Securities Stock from such registration statement; provided, however, that no other securities that are the same as, or similar to, the Registrable Stock that have been requested or proposed to be included in a registration statement by any Holder pursuant to Section 3(a) hereof are included and offered for the account of any other person (other than First Avenue) in such registration statement. Any partial reduction in the number of Registrable Stock to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio that the number of Registrable Stock that each such Holder requested to be included in such registration exceeds statement, as the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included thereincase may be, the General Partner will include in such registration (i) first, bears to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated amount represented by the General Partner proposing to register any total number of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Registrable Stock that all Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with registration statement. If the agreement(s) with respect Registrable Stock requested to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price registration statement pursuant to Section 3(a) hereof are of the same type as the securities referred being registered by First Avenue and the managing underwriter advises First Avenue in writing that the inclusion of such Registrable Stock would cause an Adverse Effect, and First Avenue notifies the requesting Holders in writing of such advice, then First Avenue will be obligated to only include in clause (i)such registration statement that number of Registrable Stock, if any, which, in the opinion judgment of the managing underwriter, would not have an Adverse Effect. Any partial reduction in the number of Registrable Stock to be included in a registration statement pursuant to the immediately preceding sentence shall be affected pro rata based on the ratio that the number of Registrable Stock that each such managing underwriter(s), the Qualified Registrable Securities Holder requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of registration statement, as the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential case may be, bears to the Holders, pro rata among all such holders on the basis of amount represented by the total number of shares of securities of the General Partner, including Qualified Registrable Securities, Stock that all Holders requested by each such holder to be included thereinin such registration statement. Notwithstanding the foregoing in Section 3(b) hereof, if after a Demand Request by the Holders pursuant to Section 2(a) hereof, First Avenue first initiates a proposal to register securities for its own account pursuant to this Section 3, then the Demand Registration requested pursuant to Section 2(a) hereof shall be given priority.

Priority on Piggyback Registrations. If Xoom will cause the ----------------------------------- managing underwriter or underwriters of a Piggyback Registration is an underwritten registration proposed Underwritten Offering on behalf of Xoom to permit NBC to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of Xoom included therein. Notwithstanding the foregoing, if the managing underwriter(sunderwriter or underwriters of such Underwritten Offering delivers a written opinion to the NBC to the effect that (i) the total amount of securities that NBC and Xoom propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by NBC (except if NBC has theretofore waived its right to withdraw all or part of its Registrable Securities pursuant to Section 3(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of NBC will, if necessary, be reduced and there will be included in such underwritten offering advises the General Partner in writing that in its opinion the number of shares of Qualified Registrable Securities that, in the written opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering, the securities of any holder or holders of securities initiating the registration shall receive priority in such Underwritten Offering to the full extent of the securities such holder or holders desire to sell and the remaining allocation available for sale, if any, shall be allocated pro rata among NBC and any other holders on the basis of the --- ---- amount of securities requested to be included therein by each such holder. The managing underwriter or Registration Rights Agreement underwriters, applying the same standard, may also exclude entirely from such offering all Registrable Securities proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such the Registrable Securities are not of the same class as securities of the General Partner may be Xoom included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinoffering.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration registration, and the managing underwriter(sunderwriters shall give written advice to the Company of an Underwriters’ Maximum Number, then: (i) the Company and any other stockholder exercising demand registration rights shall be entitled to include in such registration that number of securities which the Company and such other stockholders proposes to offer and sell for its own account in such registration and which does not exceed the offering advises Underwriters’ Maximum Number; (ii) if the General Partner in writing that in its opinion Underwriters’ Maximum Number exceeds the number of shares securities which the Company and the other stockholders exercising demand registration rights proposes to offer and sell in such registration, then the Company will be obligated and required to include in such registration that number of Qualified Investor Registrable Securities requested or proposed by the Holders thereof to be included in such registration exceeds and which does not exceed such excess and such Investor Registrable Securities shall be allocated pro rata among the Holders thereof on the basis of the number which can be sold in such offering without materially affecting the offering price of the securities proposed Investor Registrable Securities requested to be included therein, therein by each such Holder; (iii) if the General Partner will Underwriters’ Maximum Number exceeds the sum of the number of the Investor Registrable Securities which the Company shall be required to include in such registration (i) first, pursuant to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and clause (ii) second, and the number of securities which the Company and stockholders exercising demand registration rights proposes to the extent such Qualified Registrable Securities may be included offer and sell for its own account in such Qualified Registration without materially affecting registration, then the offering price Company will be obligated and required to include in such registration that number of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Other Registrable Securities requested by the Holders thereof to be included in such Piggyback Registration pursuant to Section 5.2 registration and any other securities of the General Partner held by persons other than the Holders having rights to participate in which does not exceed such Piggyback Registration which are non-preferential to the Holders, excess and such Other Registrable Securities shall be allocated pro rata among all such holders the Holders thereof on the basis of the total number of shares of securities of the General Partner, including Qualified Other Registrable Securities, Securities requested to be included therein by each such holder Holder, and (iv) if the Underwriters’ Maximum Number exceeds the sum of the number of the Investor Registrable Securities which the Company shall be required to include in such registration pursuant to clauses (ii) and (iii) and the number of securities which the Company and stockholders exercising demand registration rights proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons shall have requested be included thereinin such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities who have submitted a Piggyback Registration is an underwritten registration Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) for underwriter or underwriters of such underwritten offering advise the offering advises the General Partner Company in writing that in its it is their good faith opinion the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering, and such number of shares Registrable Securities shall be allocated as follows: (i) first, all securities proposed to be sold by the Company for its own account (except to the extent the Company seeks to avail itself of Qualified the second proviso of Section 3(c), in which case such number of Registrable Securities shall first be allocated to all Registrable Securities subject to such Mandatory Conversion prior to any securities proposed to be sold by the Company for its own account); (ii) second, all Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders4, pro rata among all such holders on the basis of the total number of shares of securities percentage of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin such Registration Statement by such holders; and (iii) third, all other securities requested to be included in such Registration Statement; provided that holders may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this Section 4.

Priority on Piggyback Registrations. If a Piggyback Registration is any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten registration and offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) for of a proposed underwritten offering to permit holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such underwritten offering advises advise the General Partner Company in writing that in its it is their good faith opinion the total number or dollar amount of shares securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of Qualified Registrable Securities requested or proposed to the securities in such offering, then there shall be included in such registration exceeds underwritten offering the number which can be sold in such offering without materially affecting the offering price or dollar amount of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, that in the opinion of such managing underwriter(s)) can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (ai) if such registration is initiated by the General Partner proposing to register any of its REIT Sharesfirst, such REIT Shares all securities proposed to be sold by the General PartnerCompany for its own account; (ii) second, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified all Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly Securities requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration Shareholders pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders4, pro rata among all such holders on the basis of the total number of shares of securities percentage of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin such Registration Statement by such holders; and (iii) third, all other securities requested to be included in such Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw its request to be included in such registration pursuant to this Section 4.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and The Corporation shall use reasonable efforts to cause the managing underwriter(s) for the underwriter or underwriters of a proposed underwritten offering advises the General Partner in writing that in its opinion the number to permit holders of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in the registration for such Piggyback Registrationoffering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Corporation included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Corporation in each case in accordance with writing that it is their good faith opinion that the agreement(s) with respect to such registration rights between the General Partner and total amount of securities that such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 Corporation and any other securities of the General Partner held by persons other than the Holders Persons having rights to participate in such Piggyback Registration which are non-preferential registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities (other than the Corporation) and (ii) for the account of all such other Persons (other than the Corporation) shall be reduced to the Holdersextent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Corporation requested to be included by such other Persons (other than the Corporation) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among all such holders on the basis of the total number of shares of securities percentage of the General PartnerRegistrable Securities requested to be included in such Registration Statement by such holders. Notwithstanding anything contained herein to the contrary, including Qualified Registrable Securitiesthe Corporation hereby agrees that (i) any Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be requested by each a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Corporation shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to be included thereineffect such Partner Distribution.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and The Company will cause the managing underwriter(s) for underwriter or underwriters of a proposed underwritten offering on behalf of the offering advises the General Partner in writing that in its opinion the number Company or others who have demanded such registration to permit holders of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in the registration for such Piggyback Registrationoffering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company included therein. Notwithstanding the foregoing, in each case in accordance with if the agreement(s) with respect managing underwriter or underwriters of such offering deliver an opinion to the holders of Registrable Securities to the effect that the total amount of securities which such holders and the Company or others who demanded such registration rights between propose to include in such offering exceeds the General Partner and such holders; and maximum amount that can be marketed (i) at a price reasonably related to the current market price of the Common Stock or (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially and adversely affecting such offering, then the offering price amount of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities therein for the account of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata holders of Registrable Securities (allocated PRO RATA among all such holders on the basis of the Registrable Securities requested to be included therein by each such holder) and other holders of Common Stock holding "piggyback" registration rights that are PARI PASSU with those of the holders of Registrable Securities granted in compliance with Section 1.3(c) will be reduced (pro rata among all such holders and to zero if necessary) to reduce the total number amount of shares securities to be included in such offering to the amount recommended by such managing underwriter or underwriters. The managing underwriter or underwriters, applying the same standard, may also (i) exclude entirely from such offering all Registrable Securities proposed to be included in such offering to the extent the Registrable Securities are not of the same class as securities of the General Partner, including Qualified Company included in such offering or (ii) exclude entirely from such offering (notwithstanding the last sentence of Section 1.3(a) above) any Registrable Securities, requested by each Securities as to which powers of attorney and/or custody arrangements reasonably satisfactory to such holder managing underwriter or underwriters and the Company are not established in a time frame reasonably satisfactory to be included thereinsuch parties.

Priority on Piggyback Registrations. If a Piggyback Registration is any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten registration and offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) for of a proposed underwritten offering to permit holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such underwritten offering advises advise the General Partner Company in writing that in its it is their good faith opinion the total number or dollar amount of shares securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of Qualified Registrable Securities requested or proposed to the securities in such offering, then there shall be included in such registration exceeds underwritten offering the number which can be sold in such offering without materially affecting the offering price or dollar amount of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, that in the opinion of such managing underwriter(s)) can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (ai) if such registration is initiated by the General Partner proposing to register any of its REIT Sharesfirst, such REIT Shares all securities proposed to be sold by the General PartnerCompany for its own account; (ii) second, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified all Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly Securities requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders4, pro rata among all such holders on the basis of the total number of shares of securities percentage of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin such Registration Statement by such holders; and (iii) third, all other securities requested to be included in such Registration Statement; provided that holders may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw their request to be included in such registration pursuant to this Section 4.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) for the offering advises the General Partner in writing that in its opinion the number of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting Piggyback Registration by any Holder differ from the offering price type of the securities proposed to be included thereinregistered by the Company and the managing Underwriter advises the Company that due to such differences the inclusion of such Registrable Securities would cause a Material Adverse Effect, the General Partner will include in such registration then (i) first, the number of such Holders' Registrable Securities to the extent such securities of the General Partner may be included in such Qualified the Piggyback Registration without materially affecting the offering price thereofshall be reduced to an amount which, in the opinion of the managing Underwriter, would eliminate such managing underwriter(s), Material Adverse Effect or (aii) if no such registration is initiated by reduction would, in the General Partner proposing opinion of the managing Underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to register any of its REIT Sharesexclude all such Registrable Securities from such Piggyback Registration, such REIT Shares proposed to be sold by the General Partnerprovided, and (b) the that no other securities of holders such type are included and offered for the account of securities of the General Partner (any other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities Person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration in preference pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the Holders which such holders have duly total number of shares requested to be included in such Piggyback Registration, in each case in accordance with Registration by all Persons other than the agreement(s) with respect Company who have the contractual right to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may request that their shares be included in such Qualified Registration without materially affecting registration statement and who have requested that their shares be included. If the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested to be included in the registration statement are of the same type as the securities being registered by the Holders Company and the managing Underwriter advises the Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held registration statement by persons all Persons (other than the Holders having rights Person or Persons initiating such registration request) who have the contractual right to participate request that their shares be included in such Piggyback Registration which registration statement and who have requested their shares be included. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder's requested shares are non-preferential to included. If another security holder initiated the Holdersregistration, pro rata among then the Company may not include any of its securities in such registration statement unless all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 2.02(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include Registrable Securities in such registration statement prior to its effectiveness.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) for the offering advises the General Partner in writing that in its opinion the number of shares of Qualified Registrable Securities requested to be included in a registration statement by any Holder pursuant to Section 3.1 differ from the type of securities proposed to be registered by a Company and, if the related offering is to be an underwritten one, the lead underwriter or proposed underwriters advise such Company that due to such differences the inclusion of such Registrable Securities would cause a Material Adverse Effect, then (i) the number or dollar or principal amount, as applicable, of such Holder's or Holders' Registrable Securities to be included in the registration statement shall be reduced to an amount which, in the judgment of the lead underwriter or underwriters, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the lead underwriter or underwriters, eliminate such Material Adverse Effect, then the Companies shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities of such type are included and offered for the account of any other person or entity (including the Companies) in such registration statement. Any partial reduction in the number or aggregate principal amount, as the case may be, of Registrable Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's Registrable Securities bears to the total number or aggregate principal amount, as the case may be, of Registrable Securities requested to be included in such registration exceeds the number which can statement by all Holders who have requested that their securities be sold included in such offering without materially affecting registration statement. If the offering price of the securities proposed Registrable Securities requested to be included thereinin the registration statement pursuant to Section 3.1 are of the same type as the securities being registered by a Company and the lead underwriter or underwriters advise such Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the General Partner such Company will be obligated to include in such registration (i) firststatement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the extent ratio which such Holder's requested securities bears to the total number of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securitiesshares or aggregate principal amount, as suchthe case may be, with respect to such Qualified of Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly Securities requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may statement by all Holders who have requested that their securities be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinregistration statement.

Priority on Piggyback Registrations. (a) If the Registrable Securities requested to be included in a Piggyback Registration is an underwritten registration statement by any Holder pursuant to Section 3.1 differ from the type of securities proposed to be registered by the Company, and the managing underwriter(s) for the related underwritten offering advises advise the General Partner Company in writing that due to such differences the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies such Holder in its opinion writing of such advice, then (i) the number or principal amount, as the case may be, of shares such Holder’s or Holders’ Registrable Securities to be included in the registration statement shall be reduced to an amount which, in the judgment of Qualified such managing underwriter(s), would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriter(s), eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities are included and offered for the account of any other Person (other than the Company) in such registration statement. Any partial reduction in the number or principal amount, as the case may be, of Registrable Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder’s Registrable Securities bears to the total number or principal amount, as the case may be, of Registrable Securities requested or proposed to be included in such registration exceeds the number which can statement by all Holders who have requested that their securities be sold included in such offering without materially affecting registration statement. If the offering price of the securities proposed Registrable Securities requested to be included thereinin the registration statement pursuant to Section 3.1 are of the same type as the securities being registered by the Company and the managing underwriter(s) advise the Company in writing that the inclusion of such Registrable Securities would cause an Adverse Effect, and the General Partner Company notifies the requesting Holders in writing of such advice, then the Company will be obligated to include in such registration (i) firststatement, as to each Holder, only a portion of the Registrable Securities such Holder has requested to be registered equal to the extent ratio which such securities of Holder’s requested Registrable Securities bears to the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securitiestotal number or principal amount, as suchthe case may be, with respect to such Qualified of Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly Securities requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested statement by all Holders. If after a Demand Request by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other 2.1 hereof, the Company first initiates a proposal to register securities of for its own account pursuant to this Article 3, then the General Partner held by persons other than the Holders having rights Demand Registration requested pursuant to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to Section 2.1 hereof shall be included thereingiven priority.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration registration, and the managing underwriter(sunderwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the offering advises Underwriters' Maximum Number; (ii) if the General Partner in writing that in its opinion Underwriters' Maximum Number exceeds the number of shares securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Qualified Investor Registrable Securities requested or proposed by the Holders thereof to be included in such registration exceeds and which does not exceed such excess and such Investor Registrable Securities shall be allocated pro rata among the Holders thereof on the basis of the number which can be sold in such offering without materially affecting the offering price of the securities proposed Investor Registrable Securities requested to be included therein, therein by each such Holder; (iii) if the General Partner will Underwriters' maximum number exceeds the sum of the number of Investor Registrable Securities which the Company shall be required to include in such registration (i) first, pursuant to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and clause (ii) second, and the number of securities which the Company proposes to the extent such Qualified Registrable Securities may be included offer and sell for its own account in such Qualified Registration without materially affecting registration, then the offering price Company will be obligated and required to include in such registration that number of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Other Registrable Securities requested by the Holders thereof to be included in such Piggyback Registration pursuant to Section 5.2 registration and any other securities of the General Partner held by persons other than the Holders having rights to participate in which does not exceed such Piggyback Registration which are non-preferential to the Holders, excess and such Other Registrable Securities shall be allocated pro rata among all such holders the Holders thereof on the basis of the total number of shares of securities of the General Partner, including Qualified Other Registrable Securities, Securities requested to be included therein by each such holder Holder; and (iv) if the Underwriters' Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to clauses (ii) and (iii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which persons shall have requested be included thereinin such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration The Company and OPCO will ----------------------------------- cause the managing underwriter(s) for underwriter or underwriters of a proposed Underwritten Offering on behalf of the offering advises the General Partner in writing that in its opinion the number of shares of Qualified Company and OPCO to permit Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company and OPCO included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering deliver an opinion to the Holders to the effect that (i) the total amount of securities which such Holders and the Company and OPCO propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a) hereof) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders (allocated pro rata among such Holders on the basis --- ---- of the Registrable Securities requested to be included therein by each such Holder) will be reduced (to zero if necessary) to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registerable Securities proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such the Registrable Securities are not of the same class as securities of the General Partner may be Company included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinoffering.

Priority on Piggyback Registrations. If Notwithstanding any other provision of this Article 2, if the lead managing underwriter or underwriters advise the Company that marketing factors (including, but not limited to, an adverse effect on the per share offering price) require a Piggyback Registration is an underwritten registration and the managing underwriter(s) for the offering advises the General Partner in writing that in its opinion limitation of the number of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds an underwritten offering (including Registrable Securities), then the number which can be sold Company shall so advise all Piggyback Holders of Registrable Securities who have requested to participate in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration that (i) firstif the requested registration is pursuant to Section 2.1, to the extent such securities number of the General Partner shares that may be included in such Qualified Registration without materially affecting the offering price thereof, in underwriting shall be allocated to the opinion Stockholders and the Piggyback Holders of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed Registrable Securities who have duly requested shares to be sold included therein (whether pursuant to Section 2.1 or 2.2) on a pro rata basis based on the number of Registrable Securities held by the General Partnersuch Stockholders and all such Piggyback Holders, and (bii) if the securities requested registration is not pursuant to Section 2.1, the number of holders shares that may be included in the underwriting shall be allocated first to the Company for its own account and second to the Piggyback Holders who have duly requested shares to be included therein pursuant to Section 2.2 on a pro rata basis based on the number of securities Registrable Securities held by all such Piggyback Holders; provided in each case that any shares so allocated to any such Piggyback Holder that exceed the number of Registrable Securities to be registered pursuant to such Piggyback Holder’s request will be reallocated among all such remaining parties in a like manner. For any Piggyback Holder which is a partnership, limited liability company or corporation, the partners, members or stockholders, as applicable, of such Piggyback Holder, and the estates and Family Members of any such partners, members and stockholders and any trusts for the benefit of any of the General Partner (other than the Holders of Qualified Registrable Securities, as such, foregoing person(s) shall be deemed to be a single “Piggyback Holder,” and any pro rata reduction with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such “Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration Holder” pursuant to Section 5.2 and any other securities of 2.2(c) shall be based upon the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number aggregate amount of shares of securities of the General Partner, including Qualified Registrable Securities, requested carrying registration rights owned by each all Persons deemed to constitute such holder to be included therein“Piggyback Holder” (as defined in this sentence).

Priority on Piggyback Registrations. If a Piggyback Registration is any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten registration and offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) for of a proposed underwritten offering to permit holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such underwritten offering advises advise the General Partner Company in writing that in its it is their good faith opinion the total number or dollar amount of shares securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of Qualified Registrable Securities requested or proposed to the securities in such offering, then there shall be included in such registration exceeds underwritten offering the number which can be sold in such offering without materially affecting the offering price or dollar amount of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, that in the opinion of such managing underwriter(s)) can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (ai) if such registration is initiated by the General Partner proposing to register any of its REIT Sharesfirst, such REIT Shares all securities proposed to be sold by the General PartnerCompany for its own account; (ii) second, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified all Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly Securities requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration Shareholders pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders4, pro rata among all such holders on the basis of the total number of shares of securities percentage of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin such Registration Statement by such holders; and (iii) third, all other securities requested to be included in such Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw its request to be included in such registration pursuant to this Section 4.

Priority on Piggyback Registrations. If The Company shall use ----------------------------------- commercially reasonable efforts to cause the managing underwriters of a proposed underwritten offering of Common Stock to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any similar equity securities, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriters of such underwritten offering determine in good faith that the total number of securities that such holders, the Company, and any other persons having rights to participate in such registration, propose to include in such offering is such as to materially and adversely affect the success of such offering, then (x) if such Piggyback Registration is a primary registration on behalf of the Company, the securities to be offered (i) for the Purchaser and (ii) for the account of all other persons other than the Company shall be reduced or limited pro rata in --- ---- proportion to the respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by such managing underwriters, and (y) if such Piggyback Registration is an underwritten secondary registration and on behalf of holders of equity securities of the managing underwriter(sCompany, the Company shall include in such registration: (A) for first, up to the offering advises the General Partner in writing full number of securities of such persons exercising "demand" registration rights that in its the opinion of such underwriter can be sold (allocated among such holders as they may so determine), and (B) second, the number of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds pursuant to this Section 3 or "piggy-back" registration rights --------- contained in the number which can be sold other registration rights agreements in such offering without materially affecting the offering price excess of the securities proposed such persons exercising "demand" registration rights propose to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereofsell that, in the opinion of such managing underwriter(s)underwriter, (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to can be sold by without materially and adversely affecting such offering (allocated pro rata on the General Partner, and (b) --- ---- basis of the securities of holders aggregate dollar amount of securities owned). Notwithstanding the foregoing, to the extent that the priority provisions set forth in this Section 3(b) are inconsistent with the priority provisions set ------------ forth in any existing Registration Rights Agreements of the General Partner (other than Company, then the Holders of Qualified Registrable Securities, as such, priority provisions contained in such Registration Rights Agreements will control with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly shares of Common Stock requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect pursuant to such registration rights between Registration Rights Agreements. The provisions of this paragraph shall not increase the General Partner and such holders; and (ii) second, to the extent such Qualified number of Registrable Securities may be included in such Qualified Registration without materially affecting the offering price that a holder could otherwise include pursuant to this Section 3 by reason of the securities referred to in clause (i), allocation --------- contained in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinimmediately preceding paragraph.

Priority on Piggyback Registrations. If The Company will cause the ----------------------------------- managing underwriter or underwriters of a Piggyback Registration is proposed underwritten offering on behalf of the Company to permit Wyndham Holders of the Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver an underwritten registration opinion to Wyndham and the managing underwriter(sCompany to the effect that the total amount of securities which Wyndham Holders, the Company and any other persons having rights to participate in such registration propose to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein (i) for the account of Wyndham Holders on the one hand (allocated among such holders as determined by Wyndham), and (y) for the account of all such other persons (exclusive of the Company), on the other hand, will be reduced (to zero if necessary) pro rata in proportion to the respective amounts of securities requested to be included therein to the extent necessary to reduce the total amount of securities to be included in such offering advises to the General Partner in writing that in its opinion amount recommended by such managing underwriter or underwriters. The managing underwriter or underwriters, applying the number of shares of Qualified same standard, may also exclude entirely from such offering all Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such the Registrable Securities are not of the same class as securities of the General Partner may be Company included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinoffering.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and The Company shall use reasonable efforts to cause the managing underwriter(s) for the underwriter or underwriters of a proposed underwritten offering advises the General Partner in writing that in its opinion the number to permit holders of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in the registration for such Piggyback Registrationoffering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in each case in accordance with writing that it is their good faith opinion that the agreement(s) with respect to such registration rights between the General Partner and total amount of securities that such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 Company and any other securities of the General Partner held by persons other than the Holders Persons having rights to participate in such Piggyback Registration which are non-preferential registration, intend to include in such offering is such as to adversely affect the success of such offering, then the amount of securities to be offered (i) for the account of holders of Registrable Securities and (ii) for the account of all such other Persons (other than the Company) shall be reduced to the Holdersextent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary, all securities of the Company requested to be included by such other Persons (other than the Company) and then, if necessary, reducing the securities requested to be included by the holders of Registrable Securities requesting such registration pro rata among all such holders on the basis of the total number of shares of securities percentage of the General PartnerRegistrable Securities requested to be included in such Registration Statement by such holders. Notwithstanding anything contained herein to the contrary, including Qualified Registrable Securitiesthe Company hereby agrees that (i) any Piggyback Registration that is a "shelf" registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal unitholders' chart and the plan of distribution) as may be requested by each a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Company shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to be included thereineffect such Partner Distribution.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and The Company shall use reasonable efforts to cause the managing underwriter(s) for the underwriter or underwriters of a proposed underwritten offering advises the General Partner in writing that in its opinion the number to permit holders of shares of Qualified Registrable Securities requested or proposed to be included in the registration for such registration exceeds offering to include all such Registrable Securities on the number which can be sold same terms and conditions as any other shares of capital stock, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that it is their good faith opinion that the total amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering without materially affecting is such as to adversely affect the offering price success of such offering, then the amount of securities proposed to be included therein, the General Partner will include in such registration offered (i) first, to for the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities account of holders of securities Registrable Securities and (ii) for the account of the General Partner all such other Persons (other than the Holders Company) shall be reduced or limited pro rata among the holders of Qualified Registrable Securities, as such, with respect to Securities and such Qualified other Persons requesting such registration on the basis of the percentage of the Registrable Securities) who otherwise have preferential registration rights to include such Securities or other securities in such Piggyback Registration in preference to of the Holders which such holders have duly Company requested to be included in such Piggyback Registration, Registration Statement by such holders that have requested that such securities be included in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting necessary to reduce the offering price total amount of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such offering to the amount recommended by such managing underwriter or underwriters. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) any Piggyback Registration that is a "shelf" registration pursuant to Section 5.2 and any other securities of Rule 415 under the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the HoldersSecurities Act shall contain all language (including, pro rata among all such holders without limitation, on the basis prospectus cover sheet, the principal stockholders' chart and the plan of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, distribution) as may be requested by each a holder of Registrable Securities to allow for a Partner Distribution and (ii) the Company shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to be included thereineffect such Partner Distribution.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration The Company and OPCO will ----------------------------------- cause the managing underwriter(s) for underwriter or underwriters of a proposed Underwritten Offering on behalf of the offering advises the General Partner in writing that in its opinion the number of shares of Qualified Company and OPCO to permit Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company and OPCO included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering deliver an opinion to the Holders to the effect that (i) the total amount of securities which such Holders and the Company and OPCO propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a) hereof) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders (allocated pro rata among such Holders on the basis of the --- ---- Registrable Securities requested to be included therein by each such Holder) will be reduced (to zero if necessary) to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registerable Securities proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such the Registrable Securities are not of the same class as securities of the General Partner may be Company included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinoffering.

Priority on Piggyback Registrations. (a) If the managing underwriter or underwriters for the related Piggyback Registration Underwritten Offering (or in the case of a Piggyback Registration is not being underwritten, Loral, in good faith) advises the Holders in writing that the inclusion of such Registrable Securities would cause an underwritten registration and Adverse Effect, then Loral shall be obligated to include in such Registration Statement only that number of Registrable Securities which, in the judgment of the managing underwriter(sunderwriter (or Loral in good faith, as applicable), would not have an Adverse Effect; provided, however, that no such reduction shall reduce the aggregate amount of Registrable Securities included in such Registration Statement for the benefit of the requesting Holders to less than: (i) any time that the Shelf Registration Statement is not effective or the Holders may not otherwise utilize the Shelf Registration Statement for the offering advises and sale of their Registrable Common Stock or Registrable Non-Voting Common Stock, all of the General Partner in writing that in its opinion the number of shares of Qualified Registrable Securities requested Common Stock or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included thereinRegistrable Non-Voting Common Stock, the General Partner will include in such registration (i) firstrespectively, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant Statement (but up to Section 5.2 and any other securities the maximum amount of the General Partner held by persons other than securities to be sold in the related Underwritten Offering), and (ii) any time that the Shelf Registration Statement is effective and the Holders having rights to participate in such Piggyback may utilize the Shelf Registration which are nonStatement for the offering and sale of their Registrable Common Stock or Registrable Non-preferential to the HoldersVoting Common Stock, pro rata among all such holders on the basis fifty percent (50%) of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by that are included in each such holder Registration Statement thereafter. Any partial reduction in the number of Registrable Securities to be included thereinin a Registration Statement pursuant to the immediately preceding sentence shall be affected by allocating the number of Registrable Securities to be included in such Registration Statement, among all the Holders requesting to be included in such Registration Statement pursuant to Section 3.1 hereof, pro rata based for each Holder on the percentage derived by dividing (i) the number of Registrable Securities that each such Holder requested to be included in such Registration Statement by (ii) the aggregate number of Registrable Securities that all Holders requested to be included in such Registration Statement; provided, however, that if, as a result of such proration, any Holder requesting to be included in such Registration Statement pursuant to Section 3.1 hereof shall not be entitled to include in a registration all Registrable Securities of the class or series that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included in accordance with Section 3.3 hereof.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and The Company will cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering on behalf of the Company to permit Holders requested to be included in the registration for the such offering advises the General Partner in writing that in its opinion the number of shares of Qualified to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of the Company included therein or, at the Holders' option, on the same terms and conditions as any Seller Securities included therein by a Seller pursuant to a "piggyback registration" right granted under a registration rights agreement between such Seller and the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver an opinion to the Holders to the effect that the total amount of securities which such Holders and all Sellers propose to include in such offering (when added to the securities which the Company is selling) is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of the Holders (allocated PRO RATA among such Holders on the basis of the Registrable Securities requested to be included therein by each such Holder) will be reduced (to zero if necessary) to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; PROVIDED, that if any Seller Securities are also sought to be included in such offering, no reduction of Registrable Securities that the Holders seek to include in such offering shall be made unless such Seller Securities and Registrable Securities are reduced PRO RATA. As between Seller Securities, on the one hand, and Registrable Securities, on the other hand, pro rata reductions shall be made on the basis of the securities requested to be included in the relevant offering by the Sellers and the Holders, respectively. The managing underwriter or underwriters, applying the same standards set forth above, may also exclude entirely from such offering all Registrable Securities proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such the Registrable Securities are not of the same class as securities of the General Partner may be Company included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinoffering.

Priority on Piggyback Registrations. (a) If the Registrable Securities requested to be included in a Piggyback Registration is an underwritten registration statement by any Holder pursuant to Section 3.1 differ from the type of securities proposed to be registered by the Company, and the managing underwriter(s) for the related underwritten offering advises advise the General Partner Company in writing that due to such differences the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies such Holder in its opinion writing of such advice, then (i) the number or principal amount, as the case may be, of shares such Holders or Holders Registrable Securities to be included in the registration statement shall be reduced to an amount which, in the judgment of Qualified such managing underwriter(s), would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriter(s), eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities are included and offered for the account of any other Person (other than the Company) in such registration statement. Any partial reduction in the number or principal amount, as the case may be, of Registrable Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holders Registrable Securities bears to the total number or principal amount, as the case may be, of Registrable Securities requested or proposed to be included in such registration exceeds the number which can statement by all Holders who have requested that their securities be sold included in such offering without materially affecting registration statement. If the offering price of the securities proposed Registrable Securities requested to be included thereinin the registration statement pursuant to Section 3.1 are of the same type as the securities being registered by the Company and the managing underwriter(s) advise the Company in writing that the inclusion of such Registrable Securities would cause an Adverse Effect, and the General Partner Company notifies the requesting Holders in writing of such advice, then the Company will be obligated to include in such registration (i) firststatement, as to each Holder, only a portion of the Registrable Securities such Holder has requested to be registered equal to the extent ratio which such securities of Holders requested Registrable Securities bears to the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securitiestotal number or principal amount, as suchthe case may be, with respect to such Qualified of Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly Securities requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested statement by all Holders. If after a Demand Request by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other 2.1 hereof, the Company first initiates a proposal to register securities of for its own account pursuant to this Article 3, then the General Partner held by persons other than the Holders having rights Demand Registration requested pursuant to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to Section 2.1 hereof shall be included thereingiven priority.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration Underwritten Offering and the managing underwriter(s) for Managing Underwriters advise the party or parties initiating such offering advises the General Partner in writing (a copy of which writing shall be provided to the Holders) that in its opinion their good faith judgment the number of shares of Qualified Registrable Securities securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price marketability of the securities proposed to offering, then any such registration shall include the maximum number of shares that such Managing Underwriters advise can be included therein, the General Partner will include sold in such registration offering allocated as follows: (x) if the Limited Partnership has initiated such offering, (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable SecuritiesLimited Partnership proposes to sell, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities that any other securities may be included in such Qualified Registration without materially affecting exceeding the offering price of limitations recommended by the securities referred to in clause underwriters as aforesaid, (i), in A) the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback registration by the Holders and the holders of Registrable Securities (as defined in the Mammoth Holdings Registration pursuant Rights Agreement and in the Rhino Registration Rights Agreement), with all such additional securities to Section 5.2 be included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement) has initiated such offering, (i) first, the securities the holders under the Mammoth Holdings Registration Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, all such other securities on a pro rata basis (or in such other proportion mutually agreed upon among the Limited Partnership, if applicable, and such other holders) based on the amount of the General Partner held by persons securities requested to be included therein, and (z) if a party other than the Holders having rights Limited Partnership or a holder under the Mammoth Holdings Registration Rights Agreement initiated such offering, (i) first, the securities such other party proposes to participate sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, securities proposed to be sold by the Limited Partnership, and the Registrable Securities to be included in such Piggyback Registration which are non-preferential to registration by the Holders, the holders of Registrable Securities as defined in the Mammoth Holdings Registration Rights Agreement and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, with such additional securities to be included on a pro rata basis (or in such other basis mutually agreed among all the Limited Partnership, the Holders and such holders other holders), based on the basis amount of the total number of shares of Registrable Securities and other securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein.

Priority on Piggyback Registrations. If The Corporation shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Registrable Securities in respect of which the Stockholders have submitted a timely request for inclusion in response to a Piggyback Registration is an underwritten registration Notice in connection with such offering to include in such offering all Registrable Securities included in the Stockholders’ response on the same terms and conditions as other shares of capital stock, if any, of the Corporation included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) for underwriter or underwriters of such underwritten offering have informed the offering advises the General Partner Corporation in writing that, in their view, the total amount of securities that such holders, the Corporation and any other Persons having rights to participate in its opinion such registration intend to include in such offering exceeds the number largest amount (the “Section 5(b) Sale Amount”) that can be sold in an orderly manner in such underwritten offering without adversely affecting the price of shares of Qualified Registrable Securities requested or proposed to the offering, then there shall be included in such registration exceeds an amount of securities not exceeding the number which can Section 5(b) Sale Amount, and such amount of securities shall be sold in such offering without materially affecting the offering price allocated as follows: first, (x) 100% of the securities proposed that the Corporation, or any person other than the Stockholders exercising a contractual right pursuant to a registration rights agreement entered into prior to the date hereof (excluding the Sellers Registration Rights Agreement) to demand registration, as the case may be, requests to be included thereinregistered, (y) in the event that the Sellers exercise a contractual right to demand an underwritten offering pursuant to the terms of the Sellers Registration Rights Agreement, pro rata among the Sellers and the Stockholders or (z) in the event that any Person other than the Stockholders or the Sellers exercises a contractual right to demand an underwritten offering pursuant to a registration rights agreement entered into after the date hereof, pro rata among the Stockholders, the General Partner will include in such registration Sellers (i) first, to if the extent such Sellers have requested securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of registration) and such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General PartnerPerson; second, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of only if all the securities referred to in clause (i)i)(x) have been included, in pro rata among the opinion of such managing underwriter(s)Stockholders, the Qualified Registrable Securities Sellers (if the Sellers have requested by the Holders to securities be included in such Piggyback Registration pursuant to Section 5.2 registration) and any other securities of the General Partner held by persons other than the Holders having Person requesting registration pursuant to a contractual right to piggyback pursuant to a registration rights to participate in such Piggyback Registration which are non-preferential agreement entered prior to the Holdersdate hereof; and third, and only if all the securities referred to in clause (ii) have been included, pro rata among all Persons (other than the Persons included in clauses (i) and (ii) above) requesting that securities be included in such holders registration, on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested then owned by each such holder Person (other than the Persons included in clauses (i) and (ii) above) requesting registration in relation to be the aggregate number of securities owned by all such Persons (other than the Persons included thereinin clauses (i) and (ii) above) requesting registration.

Priority on Piggyback Registrations. (a) If the Registrable Securities requested to be included in a Piggyback Registration is an underwritten registration statement by any Holder pursuant to Section 3.1 hereof differ from the type of securities proposed to be registered by the Company and the managing underwriter(s) underwriter for the related underwritten offering advises the General Partner Company in writing that due to such differences the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies such Holder in its opinion writing of such advice, then (i) the number of shares of Qualified such Holder’s or Holders’ Registrable Securities to be included in the registration statement and the New Registrable Securities requested to be included in the registration statement pursuant to the Securities Purchase Agreement shall be reduced to an amount which, in the judgment of such managing underwriter, would eliminate such Adverse Effect or proposed (ii) if no such reduction would, in the judgment of such managing underwriter, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities and New Registrable Securities from such registration statement; provided, however, that no other securities that are the same as, or similar to, the Registrable Securities that have been requested to be included in a registration statement by any Holder pursuant to Section 3.1 hereof are included and offered for the account of any other Person (other than the Company) in such registration statement. Any partial reduction in the number of Registrable Securities and New Registrable Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such registration exceeds the number which can be sold in statement or New Registrable Securities that each such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly New Purchaser requested to be included in such Piggyback Registrationregistration statement, in each as the case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) secondmay be, bears to the extent such Qualified amount represented by the sum of (A) the total number of Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities that all Holders requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 registration statement and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of (B) the total number of shares of securities New Registrable Securities requested to be included in such registration statement. If the Registrable Securities requested to be included in the registration statement pursuant to Section 3.1 hereof are of the General Partnersame type as the securities being registered by the Company and the managing underwriter advises the Company in writing that the inclusion of such Registrable Securities would cause an Adverse Effect, including Qualified and the Company notifies the requesting Holders in writing of such advice, then the Company will be obligated to only include in such registration statement that number of Registrable Securities and New Registrable Securities, requested by each such holder if any, which, in the judgment of the managing underwriter, would not have an Adverse Effect. Any partial reduction in the number of Registrable Securities and New Registrable Securities to be included thereinin a registration statement pursuant to the immediately preceding sentence shall be affected pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such registration statement or New Registrable Securities that each such New Purchaser requested to be included in such registration statement, as the case may be, bears to the amount represented by the sum of (A) the total number of Registrable Securities that all Holders requested to be included in such registration statement and (B) the total number of New Registrable Securities requested to be included in such registration statement.

Priority on Piggyback Registrations. If The Corporation shall cause the managing underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Corporation or any selling security holder included therein; provided, however, if the managing underwriters of such underwritten offering determine in good faith that the total number of securities that such holders, the Corporation, and any other persons having rights to participate in such registration, propose to include in such offering is such as to materially and adversely affect the success of such offering, then (i) if such Piggyback Registration is a primary registration on behalf of the Corporation, the securities to be offered shall be allocated as follows: (A) first, up to the full number of securities to be offered by the Corporation shall be included in such registration, (B) then to the extent an amount of securities recommended by the managing underwriters remains available, up to that amount of securities shall be included in such registration for the account of the holders of the Registrable Securities (allocated among them pro rata in proportion to their respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by such managing underwriters), and (C) to the extent an amount of securities recommended by the managing underwriters remains available, up to that amount of securities shall be included in such registration for the account of all such other persons (allocated among them pro rata in proportion to the respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by such managing underwriters), and (ii) if such Piggyback Registration is an underwritten secondary registration and on behalf of the managing underwriter(sholders of securities of the Corporation, the Corporation shall include in such registration: (A) for first, up to the offering advises the General Partner in writing full number of securities of such persons exercising “demand” registration rights that in its the opinion of such underwriter can be sold (allocated among such holders as they may so determine), and (B) second, the number of shares of Qualified Registrable Securities requested or proposed to be securities included in such registration exceeds the number which can be sold pursuant to this Section 2.3 in such offering without materially affecting the offering price excess of the securities such persons exercising “demand” registration rights proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereofsell that, in the opinion of such managing underwriter(s)underwriter, (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to can be sold by (allocated pro rata on the General Partner, and (b) the securities basis of holders aggregate dollar amount of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (itherein), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration Underwritten Offering and the managing underwriter(s) for Managing Underwriters advise the party or parties initiating such offering advises the General Partner in writing (a copy of which writing shall be provided to the Holders) that in its opinion their good faith judgment the number of shares of Qualified Registrable Securities securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price marketability of the securities proposed to offering, then any such registration shall include the maximum number of shares that such Managing Underwriters advise can be included therein, the General Partner will include sold in such registration offering allocated as follows: (x) if the Limited Partnership has initiated such offering, (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable SecuritiesLimited Partnership proposes to sell, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities that any other securities may be included in such Qualified Registration without materially affecting exceeding the offering price of limitations recommended by the securities referred to in clause underwriters as aforesaid, (i), in A) the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback registration by the Holders and the holders of Registrable Securities (as defined in the Mammoth Holdings Registration pursuant Rights Agreement and in the Investor Rights Agreement), with all such additional securities to Section 5.2 be included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement, as applicable) has initiated such offering, (i) first, the securities the initiating holder(s) propose to sell together with the securities the Holders of Registrable Securities hereunder and the holder of Registrable Securities as defined in the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement, as applicable, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, all such other securities on a pro rata basis (or in such other proportion mutually agreed upon among the Limited Partnership, if applicable, and such other holders) based on the amount of the General Partner held by persons securities requested to be included therein, and (z) if a party other than the Holders having rights Limited Partnership or a holder under the Mammoth Holdings Registration Rights Agreement or the Investor Rights Agreement initiated such offering, (i) first, the securities such other party proposes to participate sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, securities proposed to be sold by the Limited Partnership, and the Registrable Securities to be included in such Piggyback Registration which are non-preferential to registration by the Holders, the holders of Registrable Securities as defined in the Mammoth Holdings Registration Rights Agreement and the holder of Registrable Securities as defined in the Investor Rights Agreement, with such additional securities to be included on a pro rata basis (or in such other basis mutually agreed among all the Limited Partnership, the Holders and such holders other holders), based on the basis amount of the total number of shares of Registrable Securities and other securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein.

Priority on Piggyback Registrations. If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 2(c) are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities who have submitted a Piggyback Registration is an underwritten registration Request in connection with such offering to include in such offering all Registrable Securities included in each holder's Piggyback Request on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) for underwriter or underwriters of such underwritten offering advise the offering advises the General Partner Company in writing that in its it is their good faith opinion the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering, and such number of shares of Qualified Registrable Securities shall be allocated as follows: (i) first, all securities proposed to be sold by the Company for its own account; (ii) second, all Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders2(c), pro rata among all such holders on the basis of the total number of shares of securities percentage of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin such Registration Statement by such holders; and (iii) third, all other securities requested to be included in such Registration Statement; provided that holders may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter's discount are determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this Section 2(c).

Priority on Piggyback Registrations. If The Corporation shall cause the managing underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Corporation or any selling security holder included therein; provided, however, if the managing underwriters of such underwritten offering determine in good faith that the total number of securities that such holders, the Corporation, and any other persons having rights to participate in such registration, propose to include in such offering is such as to materially and adversely affect the success of such offering, then (i) if such Piggyback Registration is a primary registration on behalf of the Corporation, the securities to be offered shall be allocated as follows: (A) first, up to the full number of securities to be offered by the Corporation shall be included in such registration, (B) then to the extent an amount of securities recommended by the managing underwriters remains available, up to that amount of securities shall be included in such registration for the account of the holders of the Registrable Securities (allocated among them pro rata in proportion to their respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by such managing underwriters), and (C) to the extent an amount of securities recommended by the managing underwriters remains available, up to that amount of securities shall be included in such registration for the account of all such other persons (allocated among them pro rata in proportion to the respective dollar amounts of securities owned to the extent necessary to reduce the total number of securities to be included in such offering to the amount recommended by such managing underwriters), and (ii) if such Piggyback Registration is an underwritten secondary registration and on behalf of the managing underwriter(sholders of securities of the Corporation, the Corporation shall include in such registration: (A) for first, up to the offering advises the General Partner in writing full number of securities of such persons exercising "demand" registration rights that in its the opinion of such underwriter can be sold (allocated among such holders as they may so determine), and (B) second, the number of shares of Qualified Registrable Securities requested or proposed to be securities included in such registration exceeds the number which can be sold pursuant to this Section 2.3 in such offering without materially affecting the offering price excess of the securities such persons exercising "demand" registration rights proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereofsell that, in the opinion of such managing underwriter(s)underwriter, (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to can be sold by (allocated pro rata on the General Partner, and (b) the securities basis of holders aggregate dollar amount of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (itherein), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein.

Priority on Piggyback Registrations. (i) If the Registrable Securities requested to be included in a Piggyback Registration is an underwritten registration statement by any Holder pursuant to Section 3(a) differ from the type of securities proposed to be registered by the Company and the managing underwriter(s) underwriter for the related underwritten offering advises the General Partner Company in writing that the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies such Holder in its opinion writing of such advice, then (A) the number of shares of Qualified such Holder’s or Holders’ Registrable Securities to be included in the registration statement shall be reduced (with the number of Registrable Securities held by Effective Date Warrant Holders being reduced first) to an amount which, in the judgment of such managing underwriter, would eliminate such Adverse Effect or (B) if no such reduction would, in the judgment of such managing underwriter, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement; provided, however, that, in the case of this clause (B), no other securities that are the same as, or similar to, the Registrable Securities that had been requested to be included in a registration statement by any Holder pursuant to Section 3(a) shall be included and offered for the account of any other Person (other than the Company) in such registration statement. Any partial reduction in the number of Registrable Securities to be included in the registration statement pursuant to clause (A) of the immediately preceding sentence shall be effected on a pro rata basis among each of the Holders requesting inclusion of Registrable Securities in such registration statement and each of the other holders of securities of the Company that are requesting inclusion of securities of the Company in such registration statement that are the same as, or proposed similar to, the Registrable Securities that had been requested to be included in such registration exceeds statement based on the ratio that the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such Registrable Securities or other securities of the General Partner may be included in Company that each such Qualified Registration without materially affecting the offering price thereof, in the opinion of Holder or each such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly holder requested to be included in such Piggyback Registration, in each case in accordance with registration statement bears to the agreement(s) with respect to such registration rights between total number of Registrable Securities and other securities of the General Partner Company that all Holders and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities other holders requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinregistration statement.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(sunderwriters shall give written advice to the Company that, in the reasonable opinion of such managing underwriters, marketing factors require a limitation on the total number of securities to be underwritten (in this clause (c) called the UNDERWRITERS' MAXIMUM NUMBER), then: (i) the Company shall be entitled to include in such registration, to the extent of the Underwriters' Maximum Number, that number of securities which the Company proposes to offer and sell for its own account in such registration or which securityholders initiating such registration shall have requested to be included in such registration, as the offering advises case may be, such securities to be allocated among the General Partner Company and such securityholders in writing that in its opinion such proportion as the Company and such securityholders may agree; (ii) if the Underwriters' Maximum Number exceeds the number of shares of Qualified Registrable Securities requested or proposed securities to be included in such registration exceeds by the number which can Company and by securityholders initiating such registration, as the case may be, then the Company will be sold in such offering without materially affecting the offering price of the securities proposed obligated and required to be included therein, the General Partner will include in such registration (i) first, to the extent such securities that number of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated Registrable Securities which shall have been requested by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested thereof to be included in such Piggyback Registrationregistration which does not exceed the Underwriters' Maximum Number, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified number of Registrable Securities may shall be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata allocated PRO RATA among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, Securities requested to be included therein by each such holder holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of securities which the Company proposes to offer and sell for its own account or for the account of the securityholders initiating such registration, as the case may be, and the number of Registrable Securities which the holders thereof shall have requested to include in such registration, then the Company may include in such registration that number of other securities which its other securityholders having rights to include such securities in a Piggyback Registration shall have requested be included thereinin such registration, which shall not be greater than such excess, and the number of securities which such persons shall have requested to include in such registration shall be allocated among such persons making such requests as the Company and such persons may agree.

Priority on Piggyback Registrations. (a) If the Registrable Securities requested to be included in a Piggyback Registration is an underwritten registration statement by any Holder pursuant to Section 3.1 hereof differ from the type of securities proposed to be registered by the Company and the managing underwriter(s) underwriter for the related underwritten offering advises the General Partner Company in writing that due to such differences the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies such Holder in its opinion writing of such advice, then (i) the number of shares of Qualified such Holder’s or Holders’ Registrable Securities to be included in the registration statement shall be reduced to an amount which, in the judgment of such managing underwriter, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriter, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement; provided, however, that no other securities that are the same as, or similar to, the Registrable Securities that been requested or proposed to be included in a registration statement by any Holder pursuant to Section 3.1 hereof are included and offered for the account of any other Person (other than the Company) in such registration statement. Any partial reduction in the number of Registrable Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, statement bears to the extent such securities total number of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Registrable Securities that all Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with registration statement. If the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may requested to be included in such Qualified Registration without materially affecting the offering price registration statement pursuant to Section 3.1 hereof are of the same type as the securities referred being registered by the Company and the managing underwriter advises the Company in writing that the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies the requesting Holders in writing of such advice, then the Company will be obligated to only include in clause (i)such registration statement that number of Registrable Securities which, in the opinion judgment of such the managing underwriter(s)underwriter, would not have an Adverse Effect. Any partial reduction in the Qualified number of Registrable Securities to be included in a registration statement pursuant to the immediately preceding sentence shall be affected pro rata based on the ratio that the number of Registrable Securities that each such Holder requested by the Holders to be included in such Piggyback Registration pursuant registration statement bears to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, Securities that all Holders requested by each such holder to be included thereinin such registration statement.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration registration, and the managing underwriter(sunderwriters shall give written advice to the Company of a number of securities to which such registration should, in the opinion of the managing underwriters of such registration in the light of marketing factors, be limited (the “Underwriters’ Maximum Number”), then: , if such Piggyback Registration is initiated by the Company: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registrationwhich does not exceed the offering advises Underwriters’ Maximum Number; (ii) if the General Partner in writing that in its opinion Underwriters' Maximum Number exceeds the number of shares securities to be sold pursuant to clause (i) above, then the Company will be obligated and required to include in such registration that number of Qualified Registrable Securities requested or proposed by the Holder thereof to be included in such registration exceeds the number and which can be sold in does not exceed such offering without materially affecting the offering price of the excess and such securities proposed to be included thereinregistered shall be allocated pro rata among the Holder and any other person to whom the Company has granted piggyback registration rights. If such Piggyback Registration is initiated by persons exercising demand registration rights, the General Partner will (i) persons exercising demand registration rights shall be entitled to include in such registration that number of securities which such persons propose to offer and sell that do not exceed the Underwriters’ Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities to be sold pursuant to clause (i) firstabove, then the Company will be obligated and required to the extent such securities of the General Partner may be included include in such Qualified Registration without materially affecting the offering price thereof, in the opinion registration that number of such managing underwriter(s), (a) if such registration is initiated Registrable Securities requested by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested Holder thereof to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to registration and which do not exceed such registration rights between the General Partner excess and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 registered shall be allocated pro rata among the Holder and any other securities of person to whom the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinCompany has granted piggyback registration rights.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) for the offering underwriter advises the General Partner in writing Company that in its opinion the number amount of shares of Qualified Registrable Securities securities requested or proposed to be included in such registration the Registration Statement exceeds the number amount which can be sold in such offering without materially affecting causing a Material Adverse Effect or if required by any other registration rights agreements to which the offering price of Company is a party on the securities proposed to be included thereindate hereof, then the General Partner Company will include in such registration statement the amount of securities which the Company is so advised can be sold in the offering in the following priority: (i1) first, all securities proposed by the Company to be sold for its own account; (2) second, the extent such amount of securities requested by third parties to be registered pursuant to demand registration rights; and (3) third, all other securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have Company duly requested to be included in such Piggyback Registrationregistration statement, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified including any Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities Shares requested by the Holders to be included in the Registration Statement by Holders, and such Piggyback Registration shares pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, this clause (3) shall be allocated pro rata among all such the Requesting Holders and other requesting holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested to be included in such registration by each such holder holder. No Person may participate in any registration statement hereunder unless such Person (x) agrees to sell such person’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested and such other customary matters; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to the number of Registrable Shares included thereinin such registration, and provided, further, that such liability will be limited to the net amount received by such Person from the sale of his or its Registrable Shares pursuant to such registration.

Priority on Piggyback Registrations. If a Piggyback Registration is any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten registration and offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) for of a proposed underwritten offering to permit holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such underwritten offering advises advise the General Partner Company in writing that in its it is their good faith opinion the total number or dollar amount of shares securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of Qualified Registrable Securities requested or proposed to the securities in such offering, then there shall be included in such registration exceeds underwritten offering the number which can be sold in such offering without materially affecting the offering price or dollar amount of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, that in the opinion of such managing underwriter(s)) can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (ai) if such registration is initiated by the General Partner proposing to register any of its REIT Sharesfirst, such REIT Shares all securities proposed to be sold by the General PartnerCompany for its own account; (ii) second, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified all Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly Securities requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration Shareholders pursuant to this Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders4, pro rata among all such holders on the basis of the total number of shares of securities percentage of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin such Registration Statement by such holders; and (iii) third, all other securities requested to be included in such Registration Statement by other holders of securities entitled to include such securities in such Registration Statement pursuant to piggyback registration rights; provided that any Shareholder may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw its request to be included in such registration pursuant to this Section 4.

Priority on Piggyback Registrations. If a Piggyback Registration is any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 2.1(b) are to be sold in an underwritten registration and offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) for of a proposed underwritten offering to permit holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such underwritten offering advises advise the General Partner Company in writing that it is their good faith reasonable opinion that the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in its opinion such registration, intend to include in such offering is such as to adversely affect the number price or marketing of shares of Qualified Registrable Securities requested or proposed to the securities in such offering, then there shall be included in such registration exceeds underwritten offering the number which can be sold in such offering without materially affecting the offering price or dollar amount of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, that in the opinion of such managing underwriter(s)) can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (ai) if such registration is initiated by the General Partner proposing to register any of its REIT Sharesfirst, such REIT Shares all securities proposed to be sold by the General PartnerCompany for its own account; (ii) second, all securities proposed to be sold pursuant to the exercise of any demand registration rights; and (biii) the securities of holders of securities of the General Partner (other than the Holders of Qualified all Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly Securities requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to this Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders2.1(b), pro rata among all such holders on the basis of the total number of shares of securities percentage of the General Partner, including Qualified Registrable Securities, Securities requested by each such holder to be included thereinin such Registration Statement by such holders together with all other securities requested to be included in such Registration Statement by other stockholders of the Company who have piggyback registration rights; provided that holders may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter(s), withdraw their request to be included in such registration pursuant to this Section 2.1(b).

Priority on Piggyback Registrations. If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Article I are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of such underwritten offering to permit holders of Registrable Securities who have submitted a Piggyback Registration is an underwritten registration Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and conditions as any other shares of Common Stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) for underwriter or underwriters of such underwritten offering advise the offering advises the General Partner Company in writing that the total number or dollar amount of securities that such holders, the Company and any other persons having rights to participate in its opinion such registration, intend to include in such offering is such as to adversely affect the number price, timing or distribution of shares of Qualified Registrable Securities requested or proposed to the securities in such offering, then there shall be included in such registration exceeds underwritten offering the number which can be sold in such offering without materially affecting the offering price or dollar amount of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, Registrable Securities so requested that in the opinion of such managing underwriter(s)underwriter or underwriters can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (a) if such registration is initiated by first, to the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General PartnerCompany, and (b) the securities of holders of securities second, to each of the General Partner (other than the Holders requesting inclusion of Qualified their Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities Securities in such Piggyback Registration in preference underwritten offering pursuant to this Article I (on a pro rata basis based on the Holders which total number of Registrable Securities then held by each such holders have duly requested Holder who is requesting inclusion); provided, however, that the number of Registrable Securities to be included in such Piggyback Registrationunderwritten offering shall not be reduced unless all other securities of the Company held by (i) officers, in each case in accordance with directors, other employees of the agreement(s) with respect to such registration rights between the General Partner Company and such holders; consultants and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price other holders of the securities referred to in clause (i)Company’s capital stock with registration rights, in are first entirely excluded from the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 underwriting and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinregistration.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration Underwritten Offering and the managing underwriter(s) for Managing Underwriters advise the party or parties initiating such offering advises the General Partner in writing (a copy of which writing shall be provided to the Holders) that in its opinion their good faith judgment the number of shares of Qualified Registrable Securities securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price marketability of the securities proposed to offering, then any such registration shall include the maximum number of shares that such Managing Underwriters advise can be included therein, the General Partner will include sold in such registration offering allocated as follows: (x) if the Limited Partnership has initiated such offering, (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable SecuritiesLimited Partnership proposes to sell, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities that any other securities may be included in such Qualified Registration without materially affecting exceeding the offering price of limitations recommended by the securities referred to in clause underwriters as aforesaid, (i), in A) the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback registration by the Holders and the holders of Registrable Securities (as defined in the Investor Rights Agreement and in the Rhino Registration pursuant Rights Agreement), with all such additional securities to Section 5.2 be included on a pro rata basis (or in such other proportion mutually agreed among the Holders and such other holders), based on the amount of Registrable Securities and other securities requested to be included therein, and then, if additional securities may be included (B) to such additional securities on a pro rata basis (or in such other basis mutually agreed among them), (y) if a holder of Registrable Securities (as defined in the Investor Rights Agreement) has initiated such offering, (i) first, the securities the holders under the Investor Rights Agreement propose to sell together with the securities the Holders of Registrable Securities hereunder and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, propose to sell on a pro rata basis (or in such other basis mutually agreed upon among such holders and the Holders), based on the amount of securities requested to be included therein and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, all such other securities on a pro rata basis (or in such other proportion mutually agreed upon among the Limited Partnership, if applicable, and such other holders) based on the amount of the General Partner held by persons securities requested to be included therein, and (z) if a party other than the Holders having rights Limited Partnership or a holder under the Investor Rights Agreement initiated such offering, (i) first, the securities such other party proposes to participate sell, and (ii) second, to the extent that any other securities may be included without exceeding the limitations recommended by the underwriters as aforesaid, securities proposed to be sold by the Limited Partnership, and the Registrable Securities to be included in such Piggyback Registration which are non-preferential to registration by the Holders, the holders of Registrable Securities as defined in the Investor Rights Agreement and the holders of Registrable Securities as defined in the Rhino Registration Rights Agreement, with such additional securities to be included on a pro rata basis (or in such other basis mutually agreed among all the Limited Partnership, the Holders and such holders other holders), based on the basis amount of the total number of shares of Registrable Securities and other securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein.

Priority on Piggyback Registrations. If the proposed method of distribution in a Piggyback Registration is an underwritten registration public offering and the managing underwriter(s) underwriter thereof determines that the inclusion of Registrable Securities would materially adversely affect the success of the offering, then OpenTV shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which Holders have requested inclusion hereunder as the underwriter shall permit after taking into account all of the securities to be offered by OpenTV for its own account, if any. Any exclusion of Registrable Securities shall be made pro rata among the offering advises the General Partner Holders seeking to include Registrable Securities, in writing that in its opinion proportion to the number of shares of Qualified Registrable Securities requested or proposed sought to be included by such Holders; provided, however, that OpenTV shall not exclude any Registrable Securities unless it has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such registration exceeds Registration Statement or are not contractually entitled to pro rata inclusion with the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included thereinRegistrable Securities; and provided further, the General Partner will include in such registration (i) firsthowever, that, after giving effect to the extent such securities immediately preceding proviso, any exclusion of the General Partner may Registrable Securities shall be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of made pro rata with holders of other securities of having the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights contractual right to include such securities in the Registration Statement other than holders of securities contractually entitled to inclusion of their securities in such Piggyback Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2.02 shall be construed to limit any registration required under Section 2.01 hereof. If an offering in preference connection with which a Holder is entitled to the Holders which such holders have duly requested to be registration under this Section 2.02 is an underwritten offering, then each Holder whose Registrable Securities are included in such Piggyback RegistrationRegistration Statement shall, unless otherwise agreed by OpenTV, offer and sell such Registrable Securities in each case in accordance with an underwritten offering using the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) secondsame underwriter or underwriters and, subject to the extent such Qualified Registrable Securities may be provisions of this Agreement, on the same terms and conditions as other securities included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinunderwritten offering.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) for the offering advises the General Partner Corporation in writing that in its opinion the number of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner Corporation will include in such registration (i) first, to the extent such securities of the General Partner Corporation may be included in such Qualified Registration without materially Registration affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner Corporation proposing to register any of its REIT SharesCommon Equity Securities, such REIT Shares Common Equity Securities proposed to be sold by the General PartnerCorporation, and (b) the securities of holders of securities of the General Partner Corporation (other than the Holders of Qualified Registrable Securities, as suchSelling Shareholder, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback RegistrationSelling Shareholder, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner Corporation and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities granted to each of the holders entitled to the benefits of registration rights previously granted to HSB Group, Inc., if the holder has requested inclusion of their Qualified Registrable Securities, and then on a pro rata basis based on the total number of Qualified Registrable Securities of HSB Group, Inc. then held by each such holder, and (iii) third, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders Selling Shareholder to be included in such Piggyback Registration pursuant to Section 5.2 subsection 2.1 and any other securities of the General Partner Corporation held by persons other than the Holders Selling Shareholder having rights to participate in such Piggyback Registration which are non-preferential to the HoldersSelling Shareholder, pro rata among all such holders on the basis of the total number of shares of securities of the General PartnerCorporation, including Qualified Registrable Securities, requested by each such holder to be included therein. The managing underwriter shall have the right to exclude up to all Qualified Registrable Securities that are in excess of 15% of the aggregate number of shares to be included in such offering from the registration.

Priority on Piggyback Registrations. If a Piggyback Registration is initiated as an underwritten registration offering on behalf of a holder of the Company’s securities (other than Registrable Ordinary Shares or Mount Sinai) or on behalf of the Company where the use of proceeds includes a Stock Repurchase, and the managing underwriter(s) for the offering underwriter advises the General Partner Company in writing that in its opinion the number of shares of Qualified Registrable Securities securities requested or proposed to be included in such registration offering exceeds the number which that can be sold in such offering without materially affecting having an adverse effect on such offering, including the offering price of at which such securities can be sold, then the securities proposed to be included therein, the General Partner will Company shall include in such registration offering the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with therein by the agreement(sholder(s) with respect to requesting such registration rights between and any Mount Sinai Registrable Securities requested to be included therein, pro rata among the General Partner and holders of such holders; securities on the basis of the number of shares requested to be included therein (only in the event that the Mount Sinai Registration Rights Agreement has not then been terminated or otherwise expired), and (ii) second, to other securities (including the extent such Qualified Mount Sinai Registrable Securities may and Registrable Ordinary Shares) requested to be included in by other security holders, the Company, Mount Sinai and the Investor, pro rata among such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(sholder(s), the Qualified Registrable Securities Company, Mount Sinai and the Investor on the basis of the number of shares requested to be included by them. If a Piggyback Registration is initiated as an underwritten offering on behalf of Mount Sinai, and the Holders managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such Piggyback offering exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such offering the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by Mount Sinai (only in the event that the Mount Sinai Registration pursuant Rights Agreement has not then been terminated or otherwise expired), and (ii) second, to Section 5.2 and any other securities of (including Registrable Ordinary Shares) requested to be included by other security holders, the General Partner held by persons other than Company and the Holders having rights to participate in such Piggyback Registration which are non-preferential to the HoldersInvestor, pro rata among all such holders holder(s), the Company and the Investor on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinby them.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration registration, and the managing underwriter(sunderwriters shall give written advice to the Company of a number of securities to which such registration should, in the opinion of the managing underwriters of such registration in the light of marketing factors, be limited (the “Underwriters’ Maximum Number”), then: if such Piggyback Registration is initiated by the Company: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration which does not exceed the offering advises Underwriters’ Maximum Number; (ii) if the General Partner in writing that in its opinion Underwriters' Maximum Number exceeds the number of shares securities to be sold pursuant to clause (i) above, then the Company will be obligated and required to include in such registration that number of Qualified Registrable Securities requested or proposed by the Holder thereof to be included in such registration exceeds the number and which can be sold in does not exceed such offering without materially affecting the offering price of the excess and such securities proposed to be included thereinregistered shall be allocated pro rata among the Holder and any other person to whom the Company has granted piggyback registration rights. If such Piggyback Registration is initiated by persons exercising demand registration rights, the General Partner will (i) persons exercising demand registration rights shall be entitled to include in such registration that number of securities which such persons propose to offer and sell that do not exceed the Underwriters’ Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities to be sold pursuant to clause (i) firstabove, then the Company will be obligated and required to the extent such securities of the General Partner may be included include in such Qualified Registration without materially affecting the offering price thereof, in the opinion registration that number of such managing underwriter(s), (a) if such registration is initiated Registrable Securities requested by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested Holder thereof to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to registration and which do not exceed such registration rights between the General Partner excess and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 registered shall be allocated pro rata among the Holder and any other securities of person to whom the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinCompany has granted piggyback registration rights.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) for the offering underwriter advises the General Partner Company that the total number or dollar amount of securities requested to be included in writing that in its opinion the registration exceeds the number or dollar amount of shares securities that can be sold without adversely affecting the pricing of Qualified the offering, the Company will include the maximum number of securities in the registration as the Company and its advisors in good faith determine may be included without a material adverse consequence on the offering, in the following order of priority: (i) first, all securities the Company proposes to sell; (ii) second, up to the full number or dollar amount of Registrable Securities held by the Holders and their Affiliates requested to be included in the registration (allocated pro rata among the Holders and their Affiliates), and then pro rata among the other holders of Registrable Securities other than the Holders and their Affiliates, if any, in each case, on the basis of the dollar amount or number of Registrable Securities requested or proposed to be included, as the case may be); and (iii) third, any other securities (provided they are of the same class as the securities sold by the Company) requested to be included, allocated among the holders of such securities in such proportions as the Company and those holders may agree; PROVIDED, that at least twenty-five percent (25%) of the Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be shall have been included in such Qualified Registration without materially affecting the offering price thereofoffering; PROVIDED, FURTHER, that the holders of Registrable Securities shall not be subject to any cutback in the opinion amount of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly Securities requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price unless all other holders of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders requesting to be included in such Piggyback Registration pursuant to registration have been excluded from such registration. In the event that the managing underwriter advises the Company that an underwriters' over-allotment option is necessary or advisable, the allocation provided for in this Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential 4(b) shall apply to the Holders, pro rata among all such holders on the basis determination of the total number of shares of which securities of the General Partner, including Qualified Registrable Securities, requested by each such holder are to be included thereinin the primary portion of such registration.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration registration, and the managing underwriter(s) for underwriters shall give written advice to the offering advises the General Partner in writing that in its opinion the Company of a number of shares securities to which such registration should, in the opinion of Qualified Registrable Securities the managing underwriters of such registration in the light of marketing factors, be limited (the "Underwriters' Maximum Number"), then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and/or number of securities requested or proposed to be included in such registration by persons exercising demand registration rights which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which can be sold the Company proposes to offer and sell for its own account in such offering without materially affecting registration, then the offering price of the securities proposed Company will be obligated and required to be included therein, the General Partner will include in such registration (i) first, to the extent such securities that number of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated Warrant Shares requested by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested Warrant Holder thereof to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to registration and which does not exceed such registration rights between the General Partner excess and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, registered shall be allocated pro rata among all such holders the Warrant Holder on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, Warrant Shares requested by each such holder to be included thereintherein by the Warrant Holder and any other person to whom the Company has granted piggyback registration rights; (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Warrant Shares which the Company shall be required to include in such registration pursuant to clause (ii) above and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which persons shall have requested be included in such registration and which shall not be greater than such excess.

Priority on Piggyback Registrations. If the Registrable Securities requested to be included in a Piggyback Registration is an underwritten registration statement by any Holder pursuant to Section 3.1 differ from the type of securities proposed to be registered by the Company and the managing underwriter(s) for the offering underwriter advises the General Partner in writing Company that in its opinion due to such differences the inclusion of such Registrable Securities would cause a Material Adverse Effect, then (i) the number of shares such Holder's or Holders' Registrable Securities to be included in the registration statement shall be reduced to an amount which, in the judgment of Qualified the managing underwriter, would eliminate such Material Adverse Effect or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such registration statement provided no other securities of such type are included and offered for the account of any other person or entity in such registration statement. Any partial reduction in the number of Registrable Securities to be included in the registration statement pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's Registrable Securities bears to the total number of Registrable Securities requested or proposed to be included in such registration exceeds the number which can statement by all Holders who have requested that their securities be sold included in such offering without materially affecting registration statement. If the offering price of the securities proposed Registrable Securities requested to be included thereinin the registration statement pursuant to Section 3.1 are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the General Partner Company will be obligated to include in such registration (i) firststatement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the extent ratio which such Holder's requested securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference bears to the Holders which such holders have duly total number of shares of Registrable Securities requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may statement by all Holders who have requested that their securities be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinregistration statement.

Priority on Piggyback Registrations. If a Piggyback ----------------------------------- Registration is an underwritten registration offering and the managing underwriter(s) for the offering underwriter thereof advises the General Partner Buyer in writing that that, in its opinion opinion, the number of shares of Qualified Registrable Common Equity Securities requested or proposed to be included in such registration offering exceeds the number which that can be sold in such offering without materially affecting the offering price of the securities proposed to be included thereinsuch securities, the General Partner will Buyer shall include in such registration (i) first, to the extent that such securities of the General Partner Buyer may be included in such Qualified Registration registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s)underwriter, (a) if such registration is initiated by the General Partner Buyer proposing to register any of its REIT SharesCommon Equity Securities, such REIT Shares Common Equity Securities proposed to be sold by the General Partner, Buyer and (b) the securities of holders of securities of the General Partner Buyer held by persons (other than the Qualified Holders of Qualified Registrable Securities, as such, Hologic Shares with respect to such Qualified Registrable SecuritiesHologic Shares) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Qualified Holders and which such holders have been duly requested to be included in such Piggyback Registration, in each case Registration in accordance with the agreement(s) agreements with respect to such registration rights between the General Partner Buyer and such holders, all such agreements being listed on Schedule 9.5.2.1 attached hereto; and (ii) second, to the extent that such Qualified Registrable Securities Hologic Shares may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s)underwriter, the Qualified Registrable Securities Hologic Shares requested by the Qualified Holders to be included in such Piggyback Registration pursuant to Section 5.2 9.5.2 and any other securities of the General Partner Buyer held by persons other than the Qualified Holders having rights to participate in such Piggyback Registration which that are non-preferential to the Qualified Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General PartnerBuyer, including Qualified Registrable SecuritiesHologic Shares, requested by each such holder to be included therein. Buyer agrees not to grant any registration rights to any other Person with respect to Common Equity Securities which are preferential to those of the Qualified Holders set forth herein.

Priority on Piggyback Registrations. If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 4 are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities who have submitted a Piggyback Registration is an underwritten registration Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) for underwriter or underwriters of such underwritten offering advise the offering advises the General Partner Company in writing that in its it is their good faith opinion the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering, and such number of shares Registrable Securities shall be allocated as follows: (i) first, (x) if the underwritten offering is requested by a third party pursuant to demand registration rights granted by the Company to such third party, all securities proposed to be sold by such third party or (y) if the underwritten offering is initiated by the Company without receipt of Qualified any such request from a third party, all securities proposed to be sold by the Company for its own account; (ii) second, if the underwritten offering is initiated by the Company at any time prior to the third anniversary of the Closing without receipt of any such request from a third party and the Stage 2 Transactions (as defined in the Stage 2 Letter Agreement) have been consummated prior thereto, all securities requested to be included in such Registration Statement by holders of registration rights that are entitled to participate in such offering pursuant to the PAR Registration Rights Agreement and (iii) third, all Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the pursuant to Section 4 and all other securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback RegistrationRegistration Statement by other holders of registration rights that are entitled to participate in such offering, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested Company Common Stock held by each such holder to be included thereinholders.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and The Company will cause the managing underwriter(sunderwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any similar securities, if any, of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver an opinion to the holders of Registrable Securities to the effect that the total amount of securities which such holders, the Company and any other persons having rights to participate in such registration propose to include in such offering is such as to materially and adversely affect the success of such offering, then: (i) if such registration is a primary registration on behalf of the Company, the amount of securities to be included therein (x) for the offering advises account of holders of Registrable Securities on the General Partner in writing that in its opinion one hand (allocated pro rata among such holders on the number basis of shares of Qualified the Registrable Securities requested or proposed to be included therein by each such holder), and (y) for the account of all such other persons (exclusive of the Company), on the other hand, will be reduced (to zero if necessary) pro rata in proportion to the respective amounts of securities requested to be included therein to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; (ii) if such registration exceeds is an underwritten secondary registration on behalf of holders of securities of the Company other than Registrable Securities, the Company will include therein: (x) first, up to the full number which of securities of such persons exercising “demand” registration rights that in the opinion of such managing underwriter or underwriters can be sold in or allocated among such offering without materially affecting holders as they may otherwise so determine, and (y) second, the offering price amount of the Registrable Securities and securities proposed to be included therein, the General Partner will include sold by any other person in such registration (i) first, to the extent such securities excess of the General Partner may be included in amount of securities such Qualified Registration without materially affecting the offering price thereofpersons exercising “demand” registration rights propose to sell that, in the opinion of such managing underwriter(s)underwriter or underwriters, (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to can be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, allocated pro rata among all the holders of such holders Registrable Securities and such other persons on the basis of the total number of shares dollar amount of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein.). (c)

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration Patriot and Wyndham will ----------------------------------- cause the managing underwriter(s) for the offering advises the General Partner in writing that in its opinion the number underwriter or underwriters of shares a proposed Underwritten Offering on behalf of Qualified Patriot and Wyndham to permit Holders holding Registrable Securities requested to be included in the registration for such offering to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of Patriot and Wyndham included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering deliver an opinion to the Holders to the effect that (i) the total amount of securities which such Holders and Patriot and Wyndham propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a) hereof) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders (allocated pro rata among such Holders on the basis of the --- ---- Registrable Securities requested to be included therein Registration Rights Agreement by each such Holder) will be reduced (to zero if necessary) to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters. The managing underwriter or underwriters, applying the same standard, may also exclude entirely from such offering all Registerable Securities proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such the Registrable Securities are not of the same class as securities of the General Partner may be Patriot included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinoffering.

Priority on Piggyback Registrations. If a Piggyback Registration is any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 6 are to be sold in an underwritten registration and Underwritten Offering, the Company shall use reasonable best efforts to cause the managing underwriter(s) for of a proposed Underwritten Offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the offering advises same terms and subject to the General Partner same conditions as any other securities, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter(s) of such Underwritten Offering advise the Company in writing that it is their good faith determination the total number or dollar amount of securities that such Holders, the Company and any other Persons having rights to participate in its opinion such registration, intend to include in such offering is such as to adversely affect the number price, timing or distribution of shares of Qualified Registrable Securities requested or proposed to the securities in such offering, then there shall be included in such registration exceeds Underwritten Offering the number which can be sold in such offering without materially affecting the offering price or dollar amount of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereof, that in the opinion of such managing underwriter(s)) can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (ai) if such registration is initiated by the General Partner proposing to register any of its REIT Sharesfirst, such REIT Shares all securities proposed to be sold by the General PartnerCompany for its own account; (ii) second, all Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 6, pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such Holders; and (biii) the third, all other securities of holders requested to be included in such Registration Statement by other Holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights entitled to include such securities in such Piggyback Registration in preference Statement pursuant to piggyback registration rights; provided that any Holder may, prior to the Holders which such holders have duly requested effectiveness of the Registration Statement, withdraw its request to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to this Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included therein6.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and NBCi will cause the managing underwriter(s) for the offering advises the General Partner in writing that in its opinion the number ----------------------------------- underwriter or underwriters of shares a proposed Underwritten Offering on behalf of Qualified NBCi to permit Holders to include therein all such Registrable Securities requested to be so included on the same terms and conditions as any securities of NBCi included therein. Notwithstanding the foregoing, if the managing underwriter or proposed underwriters of such Underwritten Offering delivers an opinion to the Holders to the effect that (i) the total amount of securities that such Holders and NBCi propose to include in such Underwritten Offering or (ii) the effect of the potential withdrawal of any Registrable Securities by any Holder (except any Holder who has theretofore waived such Holder's right to withdraw all or part of its Registrable Securities pursuant to Section 4(a)) prior to the effective date of the Registration Statement relating to such Underwritten Offering, is such as to materially and adversely affect the success of such offering, then the amount of securities to be included therein for the account of Holders will, if necessary, be reduced and there will be included in such registration exceeds Underwritten Offering the number which can be sold in such offering without materially affecting the offering price of the securities proposed to be included therein, the General Partner will include in such registration (i) first, to the extent such securities of the General Partner may be included in such Qualified Registration without materially affecting the offering price thereofRegistrable Securities that, in the opinion of such managing underwriter(s)underwriter or underwriters, (a) can be sold without materially and adversely affecting the success of such Underwritten Offering. The securities of any Holder or Holders of securities initiating the registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders and NBCi desire to sell and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the amount of Registrable Securities requested to be included therein by each such registration Holder; provided, however, if any -------- ------- Registration Statement is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold filed by NBCi whether or not for sale for NBCi's own account during the General Partnersix month period after the Effective Date of the Initial CNET Demand, Registrable Securities requested to be included by CNET will comprise the lesser of (A) at least 25% of the Registrable Securities included in such offering or (B) all of the Registrable Securities requested to be included by CNET; provided that in no event will CNET be entitled to include -------- more than 1,000,000 Registrable Securities in such offering; provided further -------- ------- that, (A) if the number of shares included by CNET is 500,000 or less, then such inclusion shall be in addition to the rights contained in this Section 3 and shall not be deemed the exercise by CNET of one of its Demand Registrations and (bB) if the securities number of holders shares included by CNET is more than 500,000, then such inclusion shall be deemed the exercise by CNET of securities one of its Demand Registrations pursuant to this Section 3. The managing underwriter or underwriters, applying the General Partner (other than the Holders of Qualified same standard, may also exclude entirely from such offering all Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested Securities proposed to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holders; and (ii) second, offering to the extent such Qualified the Registrable Securities may be are not of the same class as securities of NBCi included in such Qualified Registration without materially affecting the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinoffering.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration registration, and the managing underwriter(sunderwriters shall give written advice to the Company of an Underwriters’ Maximum Number, then: (i) if the registration has been initiated by the Company, then (A) the Company shall be entitled to include in such registration the maximum number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the offering advises Underwriters’ Maximum Number, (B) if the General Partner in writing that in its opinion Underwriters’ Maximum Number exceeds the number of shares securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration the maximum number of Qualified Registrable Securities requested or proposed by the Holders (on a pro rata basis based on such Holders’ respective ownership of Registrable Securities) to be included in such registration and which does not exceed such excess, and (C) if the Underwriters’ Maximum Number exceeds the number which can be sold in such offering without materially affecting the offering price sum of the securities proposed number of Registrable Securities which the Company shall be required to be included therein, the General Partner will include in such registration (i) first, pursuant to the extent foregoing clause (B) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities of the General Partner may which Persons shall have requested be included in such Qualified Registration without materially affecting the offering price thereof, in the opinion of registration and which shall not be greater than such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to be sold by the General Partner, and (b) the securities of holders of securities of the General Partner (other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such Piggyback Registration, in each case in accordance with the agreement(s) with respect to such registration rights between the General Partner and such holdersexcess; and (ii) secondif the registration has been initiated by any other Person(s), then (A) the Company shall be entitled to the extent such Qualified Registrable Securities may be included include in such Qualified Registration without materially affecting registration the offering price maximum number of securities which such other Person(s) propose to offer and sell for their own account in such registration and which does not exceed the Underwriters’ Maximum Number, (B) if the Underwriters’ Maximum Number exceeds the number of securities referred which such other Person(s) proposes to offer and sell for their own account in clause (i)such registration, then the Company will be obligated and required to include in such registration the opinion maximum number of such managing underwriter(s), the Qualified Registrable Securities requested by the Holders (on a pro rata basis based on such Holders’ respective ownership of Registrable Securities) to be included in such Piggyback Registration registration and which does not exceed such excess, (C) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to Section 5.2 the foregoing clauses (A) and (B), then the Company may include in such registration that number of other securities which the Company and/or any other securities holders of the General Partner held by persons other than the Holders having rights to participate Company’s securities be included in such Piggyback Registration registration and which are non-preferential to the Holders, pro rata among all shall not be greater than such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinexcess.

Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) for the offering advises the General Partner in writing that in its opinion the number of shares of Qualified Registrable Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially affecting Piggyback Registration by any Holder differ from the offering price type of the securities proposed to be included thereinregistered by the Company and the managing Underwriter advises the Company that due to such differences the inclusion of such Registrable Securities would cause a Material Adverse Effect, the General Partner will include in such registration then (i) first, the number of such Holders' Registrable Securities to the extent such securities of the General Partner may be included in such Qualified the Piggyback Registration without materially affecting the offering price thereofshall be reduced to an amount which, in the opinion of the managing Underwriter, would eliminate such managing underwriter(s), Material Adverse Effect or (aii) if no such registration is initiated by reduction would, in the General Partner proposing opinion of the managing Underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to register any of its REIT Sharesexclude all such Registrable Securities from such Piggyback Registration, such REIT Shares proposed to be sold by the General Partnerprovided, and (b) the that no other securities of holders such type are included and offered for the account of securities of the General Partner (any other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities Person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration in preference pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the Holders which such holders have duly total number of shares requested to be included in such Piggyback Registration, in each case in accordance with Registration by all Persons other than the agreement(s) with respect Company who have the contractual right to such registration rights between the General Partner and such holders; and (ii) second, to the extent such Qualified Registrable Securities may request that their shares be included in such Qualified Registration without materially affecting registration statement and who have requested that their shares be included. If the offering price of the securities referred to in clause (i), in the opinion of such managing underwriter(s), the Qualified Registrable Securities requested to be included in the registration statement are of the same type as the securities being registered by the Holders Company and the managing Underwriter advises the Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held registration statement by persons all Persons (other than the Holders having rights Person or Persons initiating such registration request) who have the contractual right to participate request that their shares be included in such Piggyback Registration which are non-preferential registration statement and who have requested their shares be included; Provided, that in the event the Company registers shares of Common Stock in an underwritten offering pursuant to the Holders, pro rata among all such holders on the basis a demand request made under Section 2.02 of the total number Registration Rights Agreement dated as of March 17, 2000 between the Company and AT&T Wireless Services, Inc. ("Wireless"), then all shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be registered on behalf of Wireless pursuant to such agreement shall be included therein.in such registration statement before any shares to be sold by the Company for its own account or the account of any Holder or any other person entitled to request that their shares be included in such registration statement. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such Holder's requested shares are included. If another security holder

Priority on Piggyback Registrations. If in connection with a Piggyback Registration is an underwritten registration and for the sale of securities on behalf of the Company the managing underwriter(s) for underwriters or placement agents advise the offering advises the General Partner in writing Company that in its their opinion the number of shares of Qualified Registrable Securities securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the offering price marketability of the securities proposed to be included thereinoffering, the General Partner will Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the extent such securities of the General Partner may requested to be included in such Qualified Registration without materially affecting registration by the offering price thereof“Holders” as such term is defined in that certain Fourth Amended and Restated Investors’ Rights Agreement, dated March 21, 2003, by and among the Company and the Holders party thereto (the “Old XXX”), (iii) third, that number of Registrable Securities requested to be included which, in the opinion of such managing underwriter(s), (a) if such registration is initiated by the General Partner proposing to register any of its REIT Shares, such REIT Shares proposed to underwriters can be sold by in a manner that is compatible with the General Partner, and (b) the securities of holders of securities success of the General Partner offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder, then (iv) fourth, other than the Holders of Qualified Registrable Securities, as such, with respect to such Qualified Registrable Securities) who otherwise have preferential registration rights to include such securities in such Piggyback Registration in preference to the Holders which such holders have duly requested to be included in such registration. If in connection with a Piggyback Registration, Registration for the resale of securities on behalf of a holder of demand registration rights (a “Demand Holder”) the managing underwriters or placement agents advise the Company that in each case their opinion the number of securities requested to be included in accordance with the agreement(s) with respect to such registration rights between exceeds the General Partner and number which can be sold in such holders; and offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Demand Holder proposes to sell, (ii) second, the securities requested to the extent such Qualified Registrable Securities may be included in such Qualified Registration without materially affecting registration by the offering price “Holders” as such term is defined in the Old XXX, (iii) third, that number of the securities referred Registrable Securities requested to in clause (i)be included which, in the opinion of such managing underwriter(s)underwriters can be sold in a manner that is compatible with the success of the offering, pro rata among the Qualified respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder, then (iv) fourth, other securities requested by the Holders to be included in such Piggyback Registration pursuant to Section 5.2 and any other securities of the General Partner held by persons other than the Holders having rights to participate in such Piggyback Registration which are non-preferential to the Holders, pro rata among all such holders on the basis of the total number of shares of securities of the General Partner, including Qualified Registrable Securities, requested by each such holder to be included thereinregistration.