Common use of Priority Clause in Contracts

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If In any public offering of equity securities of the Issuer (including pursuant to Article IV or Article V), if any Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership determines in good faith that the total amount registration of Registrable Securities that the Selling Holders all or part of such securities requested to be included would have a material and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution success of the Common Units offered or the market for the Common Unitssuch offering, then the Common Units securities to be included in such Underwritten Offering offering shall include be reduced by the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, as follows: (a) with such number respect to be allocated any Registration, (i) first, from any Issuer Securities or other securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the Partnershipcommon equity of the Issuer) for the account of the Issuer and any Person other than the Stockholder proposed to be included in such offering, until such Issuer Securities have, if necessary, been reduced to zero; and (ii) second, subject to Teekay and its Affiliates pursuant clause (c) below, from any Registrable Securities held by the Stockholder; (b) with respect to any registration rights existing as of other public offering, (i) first, from any Registrable Securities held by the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation Stockholder to be included in such Underwritten Offering and offering, until such Registrable Securities have, if necessary, been reduced to zero; and (ii) second, from any Issuer Securities or other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the Registrable Securities (common equity of the “Parity Securities”). The pro rata allocations pursuant to clause (iiiIssuer) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product account of (a) the aggregate number Issuer and any stockholder of Registrable Securities the Issuer other than the Stockholder proposed to be sold included in such Underwritten Offering multiplied by (b) offering. Notwithstanding the fraction derived by dividing (x) foregoing, no reduction pursuant to this Section 6.9 shall be made in the number of Initial Registrable Securities owned on required to be included in the Closing Date by such Selling Holder by (y) Initial Registration or the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all Initial Sale pursuant to Sections 2.1 and 4.1 unless one or more holders of Parity Issuer Securities that other than the Stockholder and the Issuer are participating in the Underwritten OfferingInitial Registration or the Initial Sale, in which case such reduction shall be made pro rata (unless the stockholders participating in the offering agree otherwise, subject to the proviso below) as to all securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the common equity of the Issuer) proposed to be included in such offering; provided, however, that in all events, following any such reductions, such offering shall include a number of shares of Class A Common Stock equal to or greater than the Initial Number of Shares. If the number of shares of Class A Common Stock sold by the Stockholder and the other selling stockholders in such offering equals or exceeds the Initial Number of Shares, the Stockholder shall be deemed to have satisfied its obligations under Section 2.1(b)(ii).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Preferred Stock or Common Stock included in an Underwritten Offering involving Included Registrable Securities advises Seller that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing (other than by reason of the notice periods set forth herein) or distribution of the Preferred Stock or Common Units offered or the market for the Common UnitsStock offered, then the Preferred Stock and Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises Seller can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Seller and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) Seller having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Units that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Unit Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership or other party or parties requesting or initiating such registration or to any other holder of securities of the Partnership having rights of registration pursuant to the Existing Registration Rights Agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities of the Partnership Common Units (other than Teekay holders of Common Unit Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and its Affiliates) having rights other holders pro rata on the basis of registration that are neither expressly senior nor subordinated to the number of Common Unit Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant or Common Units proposed to clause (iii) above for be sold by each applicable Selling Holder who has requested participation or other holder in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by all Selling Holders who have requested participation participants in such Underwritten Offering) or in such manner as they may agree. The allocation of Common Units to be included in any Underwritten Offering plus the aggregate number of Parity other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02 shall be governed by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01(a).

Priority. If a registration pursuant to Section 2.1 or 2.2 above is an Underwritten Offering and the Managing Underwriter or Underwriters managing underwriters of any such proposed Underwritten Offering advise the Partnership that Holders in writing that, in their good faith opinion, the total amount number of Registrable Securities that the Selling Holders and any other Persons intend securities requested to include be included in such offering Underwritten Offering exceeds the number that which can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units securities offered or the market for the Common Unitssecurities offered, then the Common Units number of securities to be included in such Underwritten Offering shall include be reduced in the following order of priority: (a) In the case of an Underwritten Offering requested by any member of the Prudential Affiliated Group: first, there shall be excluded from such Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; second, there shall be excluded from such Underwritten Offering any securities to be sold for the account of the Company; third, the number of Registrable Securities of any Holders other than members of the Prudential Affiliated Group that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number have been requested to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, included therein shall be reduced pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) based on the number of Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of any members of the Prudential Affiliated Group that have been requested to be included therein shall be reduced pro rata based on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on by each such Holder; in each case to the Closing Date extent necessary to reduce the total number of securities to be included in such offering to the number recommended by all Selling Holders who have the managing underwriters. (b) In the case of an Underwritten Offering requested participation in by any member of the Athene Affiliated Group: first, there shall be excluded from such Underwritten Offering plus any securities to be sold for the aggregate account of any selling securityholder other than the Holders; second, there shall be excluded from such Underwritten Offering any securities to be sold for the account of the Company; third, the number of Parity Registrable Securities of any Holders other than members of the Athene Affiliated Group that have been requested to be included therein shall be reduced pro rata based on the number of Registrable Securities owned by each such Holder; and finally, the number of Registrable Securities of any members of the Athene Affiliated Group that have been requested to be included therein shall be reduced pro rata based on the Closing Date number of Registrable Securities owned by all holders each such Holder; in each case to the extent necessary to reduce the total number of Parity securities to be included in such offering to the number recommended by the managing underwriters. (c) In the case of an Underwritten Offering requested by any Non-Affiliated Holder: first, there shall be excluded from such Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; second, there shall be excluded from such Underwritten Offering any securities to be sold for the account of the Company; and finally, the number of Registrable Securities of any Holders that are participating have been requested to be included therein shall be reduced pro rata based on the number of Registrable Securities owned by each such Holder; in each case to the Underwritten Offeringextent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriters.

Priority. If (i) Notwithstanding any other provision of this Section 2.07, in the Managing Underwriter case of an Underwritten Offering pursuant to an Underwritten Offering Request, if the managing underwriter or Underwriters underwriters of any proposed an Underwritten Offering advise the Partnership that selling Holders that, in its or their opinion, the total amount number of Registrable Securities that the Selling Holders and any other Persons intend securities requested to include be included in such offering Underwritten Offering exceeds the number that which can be sold in such offering Underwritten Offering without being likely to have an a significant adverse effect on the price, timing or distribution of the Common Units securities offered or the market for the Common Unitssecurities offered, then the Common Units securities to be included in such Underwritten Offering (i) first, shall include be allocated to the Initiating Holder and, if the Demanding Holders are the Initiating Holder, pro rata among the Demanding Holders that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Managing Underwriter Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (ii) next, and only if all the securities referred to in clause (i) have been included, the number of securities that the Company and any other Holder that has a right to participate in such Underwritten Offering proposes to include in such Underwritten Offering that, in the opinion of the managing underwriter or Underwriters advise the Partnership underwriters can be sold without having such adverse effect. (ii) The Company will have the right to delay an Underwritten Offering by an Initiating Holder following receipt of an Underwritten Offering Request if the Company, with not more than 30 days prior to receipt of such number to be allocated request indicated intent (either by (i) first, circulating to prospective underwriters and their counsel a draft of a Registration Statement for a primary offering of equity securities of the PartnershipCompany, (ii) secondsoliciting bids for a primary offering of equity securities of the Company, or (iii) otherwise reaching an understanding with an underwriter with respect to Teekay a primary offering of equity securities of the Company), and intends to effect its Affiliates own Underwritten Offering by giving the Initiating Holder written notice of such intent (a “Stand-Down Notice”), whereby the Company’s obligation to cooperate with the Initiating Holder and any underwriter in effecting an Underwritten Offering shall be suspended until the later of the Resumption Date (as defined below) and the expiration of any lock-up agreement required to be entered into by the Initiating Holder pursuant to Section 2.05; provided, however, that (x) the Company will not be entitled to deliver a Stand-Down Notice in respect of an Underwritten Offering Request later than 5 p.m. New York time on the third (3rd) Business Day following receipt of such Underwritten Offering Request; (y) the Company will not be entitled to more than one (1) Stand-Down Notice in any registration rights existing as twelve (12) month period; and (z) the Company will be deemed to have rescinded the Stand-Down Notice automatically, whereby the Company’s obligation to cooperate with the Initiating Holder and any underwriter in effecting an Underwritten Offering shall resume, if (I) the Launch Date in respect of the Company’s Underwritten Offering has not occurred by the end of the tenth (10th) Business Day after the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities Request or (II) the Company’s Underwritten Offering has not been priced by the end of the Partnership fifth (other than Teekay and its Affiliates5th) having rights of registration that are neither expressly senior nor subordinated to Business Day after the Registrable Securities Launch Date (the date following automatic rescission of a Stand-Down Notice pursuant to either clause (I) and clause (II) above, a “Parity SecuritiesResumption Date”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering Holders acknowledge and agree that the receipt of any Stand-Down Notice may constitute material non-public information regarding the Company and shall be keep the product existence and contents of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringany Stand-Down Notice confidential.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of those Registrable Securities that are LP Units that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership and, if applicable, to those holders of Parity Securities who initiated the Underwritten Offering pursuant to rights granted such holders under the ArcLight/Xxxxx Registration Rights Agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). As of the date hereof, Parity Securities include securities of the Partnership covered by the Existing Registration Rights Agreements. The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of those Registrable Securities that are LP Units proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of those Registrable Securities that are LP Units owned on the Closing Date by such Selling Holder by (y) the aggregate number of those Registrable Securities that are LP Units owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters Underwriter(s) of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise Underwriter(s) advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates holders of registration rights pursuant to any registration rights existing as of the date of this Agreement Existing Registration Rights Agreements in accordance therewith and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and, except as provided in clauses (i) and (ii), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (aA) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (bB) the fraction derived by dividing (x1) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y2) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (ai) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (bii) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Shares included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Corporation that the total amount of Registrable Securities Common Shares that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Shares that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Corporation can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipCorporation or other party or parties requesting or initiating such registration, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as by the holders of Corporation securities that have requested participation in such Underwritten Offering under the date of this Agreement Existing Registration Rights Agreement, and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities of the Partnership Common Shares (other than Teekay and its Affiliatesholders of Registrable Securities) having with registration rights of registration that are neither expressly senior nor subordinated entitling them to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation participate in such Underwritten Offering shall be Offering, allocated among such Selling Holders and other holders pro rata on the product basis of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date or Common Shares held by such each applicable Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation or other holder or in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringmanner as they may agree.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of McMoRan Common Stock included in an Underwritten Offering involving Included Registrable Securities advises McMoRan that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing (other than by reason of the notice periods set forth herein) or distribution of the McMoRan Common Units offered or the market for the Common UnitsStock offered, then the McMoRan Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises McMoRan can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, McMoRan and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) McMoRan having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership, or the Partnership reasonably determines, that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the amount, price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter advises the Partnership, or Underwriters advise the Partnership reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership or other party requesting such registration, including “Holders” under either of the Existing Registration Rights Agreements, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and “Holders” under the Existing Registration Rights Agreements, (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above Offering, based, for each Selling Holder who has requested participation in such Underwritten Offering shall be Holder, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date proposed to be sold by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date proposed to be sold by all Selling Holders, and (iii) fourth, to any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Holders who have requested participation in respect of the Registrable Securities (the “Parity Securities”), allocated among such holders in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringmanner as they may agree.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership Company that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) Company having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities then owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities then owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities then owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If a registration under this Article 3 involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good-faith judgment advises the Partnership Parent that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the Selling Holders and any other Persons intend price, timing, distribution or sale of securities in the offering (the "Underwriter's Maximum Number"), the Parent shall be required to include in such offering exceeds Registration Statement only such number of securities as is equal to the number that can be sold Underwriter's Maximum Number and the Parent and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (i) First, the Parent shall be obligated and required to have an adverse effect on include in the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include Registration Statement the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number Requesting Holder(s) have requested to be included in the Registration Statement and that does not exceed the Underwriter's Maximum Number; provided, that if there are multiple Requesting Holders, the Registrable Securities to be included in the Registration Statement shall be allocated (i) firstamong all such Requesting Holders in proportion, as nearly as practicable, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Registration Demand. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (ii) Second, the Parent shall be entitled to include in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the Registration Statement such number of Registrable Parent Securities owned on as the Closing Date by such Selling Holder by (y) Parent proposes to offer and sell for its own account or the aggregate number account of Registrable Securities owned on any other Person to the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus full extent of the aggregate number remaining portion of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingUnderwriter's Maximum Number.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of shares of Common Stock included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company and the Holder that in its good faith opinion the total amount number of Registrable Securities shares of Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of shares of the Common Units Stock offered or the market for the shares of Common UnitsStock, then the shares of Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company and the Holder that in its good faith opinion can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company or other party or parties requesting or initiating such registration or to any other holder of securities of the Company having rights of registration pursuant to an existing registration rights agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities shares of the Partnership Common Stock (other than Teekay holders of Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and its Affiliates) having rights other holders pro rata on the basis of registration that are neither expressly senior nor subordinated to the number of Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant or shares of Common Stock proposed to clause (iii) above for be sold by each applicable Selling Holder who has requested participation or other holder in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by all Selling Holders who have requested participation participants in such Underwritten Offering) or in such manner as they may agree. The allocation of shares of Common Stock to be included in any Underwritten Offering plus the aggregate number of Parity other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02 shall be governed by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01(a).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership and, if applicable, to those holders of Parity Securities who initiated the Underwritten Offering pursuant to rights granted such holders under the ArcLight/Xxxxx Registration Rights Agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). As of the date hereof, Parity Securities include securities of the Partnership covered by the Existing Registration Rights Agreements. The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise involving Included Registrable Securities advises the Partnership, or the Partnership reasonably determines, that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership or other party requesting such registration, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any “Holders” (as defined in the Existing Class A Preferred Registration Rights Agreements) under the Existing Class A Preferred Registration Rights Agreements (“Class A Holders”) requesting such registration, based on the percentage derived by dividing (x) the number of Registrable Securities proposed to be sold by such Selling Holder and the number of “Registrable Securities” (as defined in the Existing Class A Preferred Registration Rights Agreements) (“Class A Registrable Securities”) proposed to be sold by the Class A Holders by (y) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and Class A Registrable Securities proposed to be sold by all Class A Holders and (iii) third, to any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation , allocated among such holders in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringmanner as they may agree.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders party to this Agreement and any other Persons who have been or are granted registration rights on or after the date of this Agreement (including the General Partner, “Other Holders”), in each case, who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Offering. The pro rata allocations pursuant to clause (iii) above for each such Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders and Other Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by such Selling Holder or Other Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are and Other Holders participating in the Underwritten Offering. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units other than as described in this Section 2.02(b) and as set forth in the Partnership Agreement.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Shares included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Corporation that the total amount of Registrable Securities Common Shares that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Shares that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Corporation can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipCorporation or other party or parties requesting or initiating such registration, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as by the holders of Corporation securities that have requested participation in such Underwritten Offering under the date of this Existing Registration Rights Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities of the Partnership Common Shares (other than Teekay and its Affiliatesholders of Registrable Securities) having with registration rights of registration that are neither expressly senior nor subordinated pursuant to the Registrable Securities (BX Registration Rights Agreement, the “Parity Securities”). The pro rata allocations pursuant Intrepid Registration Rights Agreement or otherwise entitling them to clause (iii) above for each Selling Holder who has requested participation participate in such Underwritten Offering shall be Offering, allocated among such Selling Holders and other holders pro rata on the product basis of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date or Common Shares held by such each applicable Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation or other holder or in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringmanner as they may agree.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Shares included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Corporation that the total amount of Registrable Securities Common Shares that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Shares that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Corporation can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipCorporation or other party or parties requesting or initiating such registration, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as by the holders of Corporation securities that have requested participation in such Underwritten Offering under the date of this Existing Registration Rights Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities of the Partnership Common Shares (other than Teekay and its Affiliatesholders of Registrable Securities) having with registration rights of registration that are neither expressly senior nor subordinated pursuant to the Registrable Securities (BX Registration Rights Agreement, the “Parity Securities”). The pro rata allocations pursuant GSO Registration Rights Agreement or otherwise entitling them to clause (iii) above for each Selling Holder who has requested participation participate in such Underwritten Offering shall be Offering, allocated among such Selling Holders and other holders pro rata on the product basis of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date or Common Shares held by such each applicable Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation or other holder or in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringmanner as they may agree.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Hamlet Payment Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Hamlet Payment Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Hamlet Payment Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and the General Partner and its Affiliates (as defined in the Partnership Agreement) and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders party to this Agreement and any other Persons who have been or are granted registration rights on or after the date of this Agreement (other than the General Partner and its Affiliates, “Other Holders”), in each case, who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Offering. The pro rata allocations pursuant to clause (iii) above for each such Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders and Other Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by such Selling Holder or Other Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are and Other Holders participating in the Underwritten Offering.

Priority. (a) If the Managing Underwriter lead book-running manager of the Offering advises PartnerRe that marketing or Underwriters of any proposed Underwritten Offering advise other factors (including, but not limited to, a decline in the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution market value of the Common Units Stock) require a limitation on the number of shares to be offered or and sold in the market Offering, PartnerRe shall immediately so notify SwissRe in writing of that fact, and, subject to SwissRe's prior approval, the number of shares included in the Offering shall be reduced by such minimum number of shares as is necessary to comply with the manager's advice. Any such reduction in the number of shares of Common Stock to be offered in the Offering shall be borne by each of PartnerRe and SwissRe on a pro rata basis, based on the proportionate amount of Common Stock initially proposed to be sold for the "benefit" of each of PartnerRe and the SwissRe Parties. (b) Either party may at any time prior to the pricing of the Offering, by notice to the other party, reduce or eliminate the number of shares of Common Units, then Stock to be offered for the Common Units "benefit" of such party. (c) PartnerRe may not increase the number of shares to be included in such Underwritten Offering shall include the Offering, including the number of Registrable Securities shares to be offered for its "benefit", unless the lead book-running manager advises SwissRe and PartnerRe that such Managing Underwriter increase will not negatively impact the marketing of the Offering. In the event that the lead book-running manager determines that marketing or Underwriters advise other factors (including, but not limited to, an increase in the Partnership can be sold without having such adverse effect, with such market value of the Common Stock) will allow an increase in the number of shares to be allocated included in the Offering, then, subject to the prior approval of both SwissRe and PartnerRe (which approval shall not be unreasonably withheld), PartnerRe shall so increase the Offering and shall apply the Net Proceeds realized from the sale of such increased shares on a pro rata basis between PartnerRe and SwissRe to (i) first, the purchase of such additional SwissRe Shares then owned by any of the SwissRe Parties (such selling party or parties to the Partnership, be chosen by SwissRe in its sole discretion) and (ii) secondfor PartnerRe's general corporate or other purposes, such proportion to Teekay and its Affiliates pursuant to any registration rights existing as be based on the amount of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities Common Stock initially proposed to be sold for the "benefit" of each of PartnerRe and the SwissRe Parties. Notwithstanding the foregoing, in the event of such Underwritten an increased Offering multiplied by in which PartnerRe determines not to include its full pro rata portion of Common Stock, PartnerRe may specify such lower number, if any, of additional shares of Common Stock PartnerRe elects to include for its "benefit". (bd) If the underwriters determine to exercise an over allotment option in the Offering (commonly referred to as the "green shoe"), then PartnerRe shall immediately so notify SwissRe in writing of that fact. In such event, PartnerRe shall, unless otherwise mutually agreed at the time of pricing, apply the Net Proceeds realized from the sale of such increased shares on a pro rata basis between PartnerRe and SwissRe to (i) the fraction derived purchase of such additional SwissRe Shares then owned by dividing any of the SwissRe Parties (xsuch selling party or parties to be chosen by SwissRe in its sole discretion) and (ii) for PartnerRe's general corporate or other purposes, such proportion to be based on the amount of Common Stock initially sold for the "benefit" of each of PartnerRe and the SwissRe Parties. (e) If PartnerRe decides not to offer any shares of Common Stock for its own "benefit" or to reduce the number of Registrable Securities owned on shares of Common Stock to be sold for PartnerRe's "benefit", unless SwissRe otherwise agrees in writing, then PartnerRe shall still be obligated to consummate the Closing Date by Offering for the purpose of raising sufficient proceeds to purchase such Selling Holder by (y) the aggregate number of Registrable Securities owned on SwissRe Shares as SwissRe may request. If SwissRe instructs PartnerRe that SwissRe no longer wishes to have PartnerRe offer any shares of Common Stock for the Closing Date by all Selling Holders who SwissRe Parties' "benefit", then PartnerRe may still consummate the Offering for its own "benefit" and will not have requested participation in such Underwritten Offering plus any obligation to repurchase any SwissRe Shares or any right to require any of the aggregate number SwissRe Parties to sell any SwissRe Shares unless the parties may otherwise agree. (f) At any time prior to pricing SwissRe shall have the right to require PartnerRe to offer for SwissRe's "benefit" any shares of Parity Securities owned on the Closing Date by all holders of Parity Securities Common Stock that are participating PartnerRe would otherwise be entitled to include in the Underwritten OfferingOffering for its own "benefit" pursuant to this Agreement, but determines not to do so.

Priority. If In the Managing Underwriter or Underwriters case of any proposed an Underwritten Offering Offering, if the managing underwriters with respect to a Demand Registration advise the Partnership that Company in writing that, in their opinion, the total amount inclusion of the number of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units securities to be included in such Underwritten Offering underwritten offering creates a substantial risk that the price per share will be reduced, the number of securities that in the opinion of such underwriters can be sold without creating such risks shall include be allocated to the Stockholder on a pari passu basis with (i) each “Holder” (each, an “XXX Xxxxxx”) as such term is defined under the Investors’ Rights Agreement, dated as of December 22, 2017, by and among the Company and other investors party thereto (the “Investors’ Rights Agreement”) and (ii) each other holder of other securities having registration rights, on a pro rata basis based on the total number of Registrable Securities that held by the Stockholder hereunder, the total number of “Registrable Securities” (as defined in the Investors’ Rights Agreement) (the “XXX Registrable Securities”) held by such Managing Underwriter XXX Xxxxxx, and the total number of other securities held by such other holders having registration rights. Notwithstanding the foregoing, in no event will a Demand Registration pursuant to Section 2.1, Section 2.2 or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated Section 2.3 count as a Demand Registration for purposes of Section 2.3(c) unless (i) firstall Registrable Securities requested to be registered in such Demand Registration by the Stockholder are, to in fact, registered in such registration if the Partnershipoffering is not underwritten, or (ii) second, at least fifty percent (50%) of all Registrable Securities requested to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation be registered in such Underwritten Offering and any other holder of securities of Demand Registration by the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation Stockholder are, in fact, registered in such Underwritten Offering shall be registration if the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringoffering is underwritten.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, or, if the Underwritten Offering is initiated (such initiation, a “Non-Party Holder Initiation”) by one or more Holders (as such term is defined in that certain Registration Rights Agreement, dated May 4, 2015, by and among the Partnership, Enviva MLP Holdco, LLC and Enviva Cottondale Acquisition I, LLC), to such Persons and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder (and the Partnership in case of a Non-Party Holder Initiation) of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities (or to be issued by the Partnership in such Underwriter Offering, if any, in case of a Non-Party Holder Initiation) that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of shares of Common Stock included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount number of Registrable Securities shares of Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of shares of the Common Units Stock offered or the market for the shares of Common UnitsStock, then the shares of Common Units Stock to be included in such Underwritten Offering shall include the number of Common Stock Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company or other party or parties requesting or initiating such registration or to any other holder of securities of the Company having rights of registration pursuant to an existing registration rights agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities shares of the Partnership Common Stock (other than Teekay holders of Common Stock Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and its Affiliates) having rights other holders pro rata on the basis of registration that are neither expressly senior nor subordinated to the number of Common Stock Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant or shares of Common Stock proposed to clause (iii) above for be sold by each applicable Selling Holder who has requested participation or other holder in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by all Selling Holders who have requested participation participants in such Underwritten Offering) or in such manner as they may agree. The allocation of shares of Common Stock to be included in any Underwritten Offering plus the aggregate number of Parity other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02 shall be governed by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01(a).

Priority. If the Managing Underwriter a registration or Underwriters of any proposed sale pursuant to this Section 2.1 involves an Underwritten Offering advise and the Partnership managing underwriter advises Primerica in good faith that in its opinion the total amount number of Registrable Securities that the Selling Holders and any other Persons intend securities requested to include be included in such offering registration or sale exceeds the number that which can be sold in such offering without being likely to have having an adverse effect on such offering, including the price, timing or distribution of the Common Units offered or the market for the Common Unitsprice at which such securities can be sold, then Primerica will be required to include in such registration the maximum number of shares that such underwriter advises can be so sold, allocated: (i) if such offering was initiated by Primerica as a primary offering on behalf of Primerica, (x) first, to the securities Primerica proposes to sell, (y) second, among the shares of Common Units Stock requested to be included in such Underwritten Offering shall include offering by any of the Holders, pro rata, on the basis of the aggregate number of Registrable Securities that shares of Common Stock and Non-Voting Stock owned by any such Managing Underwriter or Underwriters advise requesting Holder and its Affiliates vis-a-vis the Partnership can other requesting Holders and their Affiliates on the date of such request, and (z) third, among other securities, if any, requested and otherwise eligible to be included in such offering; (ii) if such offering was initiated by a security holder of Primerica (other than any Holder) as a secondary offering on behalf of such security holder (w) first, among the shares of Common Stock requested to be included in such offering by each Holder, pro rata, on the basis of the aggregate number of shares of Common Stock and Non-Voting Stock owned by any such requesting Holder and its Affiliates vis-a-vis the other requesting Holders and their Affiliates on the date of such request, (x) second, among the shares of Common Stock requested to be included in such offering by such requesting security holder, (y) third, among the shares of Common Stock requested to be included in such offering by any other stockholder of Primerica owning shares of Common Stock eligible for registration, and (z) fourth, among other securities, if any, requested and otherwise eligible to be included in such offering (including securities to be sold without having for the account of Primerica). (iii) if such adverse effectoffering was initiated by any Holder as a secondary offering on behalf of such Holder, with such number to be allocated (ix) first, to the Partnership, (ii) second, shares of Common Stock requested to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) thirdbe included in such offering by each Holder, pro rata among rata, on the Selling Holders who have requested participation in such Underwritten Offering and any other holder basis of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed shares of Common Stock and Non-Voting Stock owned by any such requesting Holder and its Affiliates vis-a-vis the other requesting Holders and their Affiliates on the date of such request, (y) second, among the shares of Common Stock requested to be included in such offering by any other stockholder of Primerica owning shares of Common Stock eligible for registration, and (z) third, among other securities, if any, requested and otherwise eligible to be included in such offering (including securities to be sold in such Underwritten Offering multiplied by (b) for the fraction derived by dividing (x) the number account of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingPrimerica).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Stock involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipCompany if initiating such registration, (ii) second, to Teekay the holders (the “Kimmeridge Holders”) under (A) the Registration Rights Agreement (the “2020 Kimmeridge Registration Rights Agreement”), dated September 30, 2020, by and its Affiliates between the Company and Xxxxxxxx Investments, LLC (“Xxxxxxxx”) and (B) the Registration Rights Agreement (the “2021 Kimmeridge Registration Rights Agreement” and together with the 2020 Kimmeridge Registration Rights Agreement, the “Kimmeridge Registration Rights Agreements”) to be made and entered into by and among the Company, Xxxxxxxx, and the entities affiliated therewith in connection with the closing of that certain Exchange Agreement, dated August 3, 2021, by and between the Company and Xxxxxxxx, to the extent the Kimmeridge Holders exercise their rights pursuant to any registration rights existing as the Kimmeridge Registration Rights Agreements entitling them to participate in such Underwritten Offering, allocated among such other holders pro rata on the basis of the date number of this Agreement and shares of Common Stock held by each applicable other holder or in such manner as they may agree, (iii) third, pro rata among to the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The Offering, allocated among such Selling Holders pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be on the product basis of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date held by such each Selling Holder or in such manner as they may agree, and (iv) fourth, by the other holders of Common Stock (yother than Holders and as otherwise already allocated in this section) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation with registration rights entitling them to participate in such Underwritten Offering plus Offering, allocated among such other holders pro rata on the aggregate basis of the number of Parity Securities owned on shares of Common Stock held by each applicable other holder or in such manner as they may agree. For the Closing Date by all holders avoidance of Parity Securities that are participating doubt, the priority set forth in this Section 2.02(b) shall not apply and shall have no effect in the Underwritten Offeringevent that a Holder exercises its rights pursuant to Section 2.03, which shall be governed exclusively by the provisions of Section 2.03.

Priority. If in connection with an Underwritten Offering pursuant to Section 2.02 or this Section 2.03, the Managing Underwriter or Underwriters of any proposed Underwritten Offering shall advise the Partnership that that, in its reasonable opinion, the total amount number of Registrable Securities that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering exceeds the number that which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units securities to be offered or the market for the Common Units(an “Adverse Effect”), then in the Common Units case of any such registration pursuant to be included Section 2.02 or this Section 2.03, the Partnership shall include in such Underwritten Offering shall include registration the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, first to the Partnership, unless a Holder has initiated the Underwritten Offering under Section 2.02 or elected to join the Underwritten Offering under Section 2.02(a), and (ii) second, and if any, the number of included Registrable Securities that, in the opinion of such Managing Underwriter, can be sold without having such Adverse Effect, with such number to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, be allocated pro rata among the Selling Holders who (or to the Partnership if a Holder initiates the Underwritten Offering) that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold reallocated among the remaining requesting Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringlike manner).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of shares of Common Stock included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company and the Selling Holders that the total amount number of Registrable Securities shares of Common Stock that the Selling Holders and any other Persons intend to include in such offering Underwritten Offering exceeds the number of shares of Common Stock that can be sold in such offering Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of shares of the Common Units Stock offered or the market for the shares of Common UnitsStock, then the shares of Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company or other party or parties requesting or initiating such registration or to any other holder of securities of the Company having rights of registration pursuant to an existing registration rights agreement and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities shares of the Partnership Common Stock (other than Teekay holders of Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and its Affiliates) having rights other holders pro rata on the basis of registration that are neither expressly senior nor subordinated to the number of Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant or shares of Common Stock proposed to clause (iii) above for be sold by each applicable Selling Holder who has requested participation or other holder in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by all Selling Holders who have requested participation participants in such Underwritten Offering plus the aggregate number Offering) or in such manner as they may agree. The allocation of Parity Securities owned on the Closing Date by all holders shares of Parity Securities that are participating Common Stock to be included in the any Underwritten Offering, other than an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02, shall be governed by Section 2.01.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If a registration under this Article II involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good faith judgment advises the Partnership Company that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the Selling Holders and any other Persons intend price, timing, distribution or sale of securities in the offering (the “Underwriter’s Maximum Number”), the Company shall be required to include in such offering exceeds Registration Statement only such number of securities as is equal to the number that can be sold Underwriter’s Maximum Number and the Company and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (a) First, the Company shall be obligated and required to have an adverse effect on include in the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include Registration Statement the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number Requesting Holders have requested to be included in the Registration Statement and that does not exceed the Underwriter’s Maximum Number; provided that the Registrable Securities to be included in the Registration Statement shall be allocated (i) firstamong all the Requesting Holders in proportion, as nearly as practicable, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the request for registration pursuant to Article II. If any Requesting Holder would thus be entitled to include more Registrable Securities than such Requesting Holder requested to be sold registered, the excess shall be allocated among other Requesting Holders pro rata in such Underwritten Offering multiplied by the manner described in the preceding sentence. (b) Second, the fraction derived by dividing (x) the Company shall be entitled to include in such Registration Statement and underwriting that number of Registrable Securities owned on shares of Common Stock and/or other securities of the Closing Date by such Selling Holder by (y) Company that it proposes to offer and sell for its own account or the aggregate number account of Registrable Securities owned on any other Person to the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus full extent of the aggregate number remaining portion of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingUnderwriter’s Maximum Number.

Priority. If the Managing Underwriter or Underwriters of any proposed in an Underwritten Offering advise involving Included Registrable Securities advises the Partnership Company that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsStock offered, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without the likelihood of having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company or to any Principal Shareholder requesting demand registration under the Preceding Registration Rights Agreement (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and Principal Shareholders participating in any such Underwritten Offering, (iii) third, pro rata among the Selling Holders who have requested participation in any such Underwritten Offering and (iv) fourth, to any other holder of parties who are not Selling Holders who have rights to include their securities of in the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Underwritten Offering. The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date date of the pricing of the Underwritten Offering by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date date of the pricing of the Underwritten Offering by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If in connection with an Underwritten Offering pursuant to this Section 2.03, the Primary Managing Underwriter or Underwriters of any proposed Underwritten Offering shall advise the Partnership that Company that, in its reasonable opinion, the total amount number of Registrable Securities that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering, including pursuant to the Existing Registration Rights Agreements, exceeds the number that can be sold in such offering without being likely to have having an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsAdverse Effect, then the Common Units to be included Company shall include in such Underwritten Offering shall include the number of Registrable Securities that such Primary Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, to the PartnershipCompany, (ii) second, to Teekay the Selling Holders, as defined in and its Affiliates pursuant to any registration rights existing the Leucadia Registration Rights Agreement, to the Selling Holders, as defined in and pursuant to the Battlecat Registration Rights Agreement, and to the Selling Holders hereunder, pro rata based on the relative number of Registrable Securities (as defined herein or in the date of this Leucadia Registration Rights Agreement or the Battlecat Registration Rights Agreement, as applicable) proposed to be offered and sold by such Selling Holders, and (iii) thirdthereafter, to any holders of registration rights; and fourth, second, and if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Selling Holders who that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold reallocated among the remaining requesting Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringlike manner).

Priority. If a Demand Registration is an underwritten Public Offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering managing underwriters advise the Partnership Company in writing that in their opinion the total amount inclusion of the number of Registrable Securities that the Selling Holders and any other Persons intend securities requested to include in such offering be included exceeds the number that of securities which can be sold in such the offering without being likely to have an adverse effect on adversely affecting the price, timing or distribution marketability of the Common Units offered or the market for the Common Unitssuch offering, then the Common Units managing underwriter may exclude securities (including Registrable Securities) from the registration and the underwriting and the number of securities that may be included in such registration and underwriting shall include first, the Series B-C Preferred Stock Registrable Securities requested to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) thirdregistration, pro rata among the Selling Holders who have requested participation in holders of such Underwritten Offering and any other holder of securities Series B-C Preferred Stock Registrable Securities on the basis of the Partnership total number of Series B-C Preferred Stock Registrable Securities owned by each such holder, second, the Preferred Stock Registrable Securities (other than Teekay and its Affiliatesthe Series B-C Preferred Stock Registrable Securities) having rights requested to be included in such registration, pro rata among the holders of registration that are neither expressly senior nor subordinated to such Preferred Stock Registrable Securities (other than the Series B-C Preferred Stock Registrable Securities) on the basis of the total number of Preferred Stock Registrable Securities (other than the Series B-C Preferred Stock Registrable Securities) owned by each such holder, third, the Registrable Securities (other than the “Parity Preferred Stock Registrable Securities”). The ) requested to be included in such registration, pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in among the holders of such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) on the fraction derived by dividing (x) basis of the total number of Registrable Securities owned by each such holder, and fourth, other equity securities requested to be included in such registration to be allocated pro rata among the holders of thereof on the Closing Date by such Selling Holder by (y) basis of the aggregate number of such equity securities owned by each such holder. In no event will a Demand Registration pursuant to Section 2.1 count as a Long-Form Demand Registration for purposes of Section 2.1 unless at least thirty percent (30%) of all Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation to be registered in such Underwritten Offering plus Demand Registration by the aggregate number of Parity Securities owned on the Closing Date by all initiating holders of Parity Securities that are participating are, in the Underwritten Offeringfact, registered and sold in such registration.

Priority. (i) If a registration under Section 2 involves an underwritten Public Offering, and if the Managing Underwriter or Underwriters managing underwriter of any proposed Underwritten Offering such underwritten offering shall advise the Partnership Company in writing (with a copy to each Selling Holder requesting that Registrable Common Stock be included in such registration statement) that the total amount number of shares of Registrable Securities that the Selling Holders and any other Persons intend Common Stock requested to include be included in such offering registration exceeds the number of shares of Registrable Common Stock that can be sold in such offering without being likely Public Offering within a price range stated to have an adverse effect on the price, timing or distribution such managing underwriter by Selling Holders (other than any Management Holders) owning at least a majority of the shares of Registrable Common Units offered or the market for the Common Units, then the Common Units Stock requested to be included in such Underwritten Offering registration (excluding any such shares held by Management Holders) to be acceptable to such Selling Holders, then the Company shall include in such registration pursuant to Section 2, to the extent of the number of shares of to the extent of the number of shares of Registrable Securities Common Stock that such Managing Underwriter or Underwriters advise the Partnership Company is advised can be sold without having in such adverse effectPublic Offering, with such number (A) first, Registrable Common Stock requested to be allocated registered by the Initiating Holders pursuant to Section 2, pro rata among the Initiating Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Initiating Holders, (B) second, Registrable Common Stock requested to be registered by other Selling Holders requesting that Registrable Common Stock be included in such registration statement pursuant to Section 2, pro rata among such Selling Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Selling Holders, (C) third, securities that the Company proposes to issue and sell for its own account and (D) fourth, other securities, if any. (ii) If the Company proposes to register any of its securities under the Securities Act for its own account as contemplated by Section 3 and such securities are to be distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the Piggyback Requesting Holders) that if all the Registrable Common Stock requested to be included in such registration were so included, then, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities that could be sold in such offering within a price range acceptable to the Company, then the Company shall include in such registration pursuant to Section 3, to the extent of the number and type of securities that the Company is so advised can be sold in such offering, (A) first, securities that the Company proposes to issue and sell for its own account, (B) second, Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3, pro rata among the Piggyback Requesting Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Piggyback Requesting Holders and (C) third, other securities, if any. (iii) In the case of any other registration contemplated by Section 3 involving an underwritten offering, if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the Piggyback Requesting Holders) that if all Registrable Common Stock requested to be included in such registration were so included, then, in its opinion, the number and type of securities proposed to be included in such registration would exceed the number and type of securities that could be sold in such offering within a price range stated to such managing underwriter by Selling Holders (other than any Management Holders) owning at least a majority of the shares of Registrable Common Stock requested to be included in such registration (excluding any such shares held by Management Holders) to be acceptable to such Selling Holders, then the Company shall include in such registration pursuant to Section 3, to the extent of the number and type of securities that the Company is so advised can be sold in such offering, (i) first, Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3, pro rata among the PartnershipPiggyback Requesting Holders on the basis of the number of shares of Registrable Common Stock requested to be registered by all such Piggyback Requesting Holders, (ii) second, securities that the Company proposes to Teekay issue and sell for its Affiliates pursuant to any registration rights existing as of the date of this Agreement own account and (iii) third, pro rata among the Selling Holders who other securities. Any Holder may withdraw its request to have requested participation all or any portion of its Registrable Common Stock included in any such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated offering by notice to the Registrable Securities (Company within 10 Business Days after receipt of a copy of a notice from the “Parity Securities”). The pro rata allocations managing underwriter pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringthis Section 6(b).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates holders of registration rights pursuant to any registration rights existing as of the date of this Existing Registration Rights Agreement in accordance therewith and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and, except as provided in clauses (i) and (ii), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership Company that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Company and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) Company having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”), provided, however, that in the case of a Requested Underwritten Offering pursuant to Section 2.04(b) in which the Purchaser is the Initiating Holder, such number shall be allocated (x) first, to the Purchaser and (y) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If a registration under this Article III involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good faith judgment advises the Partnership Company that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Participating Holders exceeds the Underwriter’s Maximum Number, the Company shall be required to include in such Registration Statement only such number of securities as is equal to the Underwriter’s Maximum Number and the Company and the Participating Holders shall participate in such offering in the following order of priority: (a) First, the Company shall be entitled to include in such Registration Statement the equity securities that the Company proposes to offer and sell for its own account in such registration and that does not exceed the Underwriter’s Maximum Number; (b) Second, the Company shall be obligated and required to include in such Registration Statement that number of Registrable Securities that the Selling Participating Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to shall have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units requested to be included in such Underwritten Offering offering to the full extent of the remaining portion of the Underwriter’s Maximum Number, provided, that if the Registrable Securities of the Participating Holders exceeds such remaining portion of the Underwriter’s Maximum Number, the Registrable Securities shall include be allocated among all Participating Holders requesting to be included in such offering in proportion, as nearly as practicable, to the respective number of Registrable Securities that held by them on the date of the Company’s notice pursuant to Section 3.01. If any Participating Holder would thus be entitled to include more Registrable Securities than such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number Participating Holder requested to be registered, the excess shall be allocated among other Participating Holders pro rata in the manner described in the preceding sentence; (ic) firstThird, the Company shall be entitled to include in such Registration Statement that number of equity securities that the Company proposes to offer and sell for the account of any other Person, pursuant to piggyback registration rights or otherwise, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as full extent of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities remaining portion of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingUnderwriter’s Maximum Number.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (b), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities then owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities then owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities then owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of LP Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing (other than by reason of the notice periods set forth herein) or distribution of the Common LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If In the Managing Underwriter or Underwriters case of any proposed an Underwritten Offering Offering, if the managing underwriters with respect to a Demand Registration advise the Partnership that Company in writing that, in their opinion, the total amount inclusion of the number of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units securities to be included in such Underwritten Offering underwritten offering creates a substantial risk that the price per share will be reduced, the number of securities that in the opinion of such underwriters can be sold without creating such risks shall include be allocated to the Stockholder on a pari passu basis with (i) each “Holder” (each, an “XXX Xxxxxx”) as such term is defined under the Amended and Restated Investors’ Rights Agreement, dated as of Aril 17, 2015, by and among the Company and other investors party thereto (the “Investors’ Rights Agreement”), if such Investors’ Rights Agreement is in force and effect at such time and (ii) each other holder of other securities having registration rights, on a pro rata basis based on the total number of Registrable Securities that held by the Stockholder hereunder, the total number of “Registrable Securities” (as defined in the Investors’ Rights Agreement) (the “XXX Registrable Securities”) held by such Managing Underwriter XXX Xxxxxx, and the total number of other securities held by such other holders having registration rights. Notwithstanding the foregoing, in no event will a Demand Registration pursuant to Section 2.1, Section 2.2 or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated Section 2.3 count as a Demand Registration for purposes of Section 2.3(c) unless (i) firstall Registrable Securities requested to be registered in such Demand Registration by the Stockholder are, to in fact, registered in such registration if the Partnershipoffering is not underwritten, or (ii) second, at least fifty percent (50%) of all Registrable Securities requested to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation be registered in such Underwritten Offering and any other holder of securities of Demand Registration by the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation Stockholder are, in fact, registered in such Underwritten Offering shall be registration if the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringoffering is underwritten.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter for a registration involving an underwritten offering advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include Purchaser in such offering exceeds writing that, in its good faith judgment, the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of securities of the Common Units offered or the market for the Common UnitsPurchaser (including without limitation, then the Common Units Consideration Shares) requested to be included in such Underwritten Offering shall include registration by the holders thereof exceeds the number of Registrable Securities that such Managing Underwriter or Underwriters advise securities of the Partnership Purchaser (the "Sale Number") which can be sold without having in an orderly manner in such adverse effectoffering within a price range acceptable to the Purchaser, with such number to be allocated the Purchaser will include (ia) first, all securities of the Purchaser that the Purchaser proposes to the Partnershipregister for its own account, and (iib) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among extent that the Selling Holders who have requested participation in such Underwritten Offering and any other holder number of securities of the Partnership (other Purchaser to be included by the Purchaser is less than Teekay and its Affiliates) having rights the Sale Number, a number of registration that are neither expressly senior nor subordinated the Consideration Shares equal to the Registrable Securities number derived by multiplying (i) the “Parity Securities”). The pro rata allocations pursuant difference between the Sale Number and the securities proposed to clause be sold by the Purchaser, and (iiiii) above for each Selling Holder who has a fraction the numerator of which is the number of Consideration Shares originally requested participation in such Underwritten Offering to be registered by the Vendor, and the denominator of which shall be the product of (a) the aggregate number of Registrable Securities proposed all securities requested to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date registered by all holders of Parity Securities the Purchaser's securities (other than securities being registered by the Purchaser itself). To the extent only a portion of the Consideration Shares are included in an underwritten offering, that portion of Consideration Shares originally requested to be registered by the Vendor which are participating thus excluded from such underwritten offering and any other securities of the Purchaser held by such Vendor shall be withheld from the market by the Vendor thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines is necessary in the Underwritten Offeringorder to effect such underwritten offering.

Priority. If The Company will cause the Managing Underwriter managing underwriter or Underwriters underwriters of a proposed distribution, registered pursuant to the Securities Act, in which securities of the Company are sold to the public through one or more underwriters (an "Underwritten Offering") to permit Executive to include therein all Registrable Securities requested to be so included on the same terms and conditions as any proposed securities of the Company included therein (other than the indemnification by the Executive, which will be limited as set forth in Section 13(f)(ii) hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise advises Executive to the Partnership effect that the total amount of Registrable Securities securities that Executive and the Selling Holders and any other Persons intend Company propose to include in such offering exceeds Underwritten Offering is such as to materially and adversely affect the number that can be sold in success of such offering without being likely (such permitted number of Registrable Securities, if any, are referred to have an adverse effect on as the price, timing or distribution "Permitted Number of the Common Units offered or the market for the Common UnitsRegistrable Securities"), then the Common Units to be included Company will include in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated registration (i) first, 100% of the Common Stock that any party entitled to include shares of Common Stock in such registration under that certain Amended and Restated Registration Rights Agreement dated as of November 16, 2000 by and between the PartnershipCompany, GE Capital Equity Investments, Inc., National Broadcasting Company, Inc. and certain other parties proposes to sell, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as 100% of the date of this Agreement Common Stock that the Company proposes to sell, and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product extent of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on requested to be included in such registration which, with the Closing Date by advice of such Selling Holder by (y) managing underwriter, can be sold without having the aggregate adverse effect referred to above, the number of Registrable Securities owned which the Executive has requested to be included in such registration, such amount to be allocated pro rata among all requesting holders of securities of the Company eligible to be included in such registration statement on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus basis of the aggregate relative number of Parity Registrable Securities owned on the Closing Date then held by all holders of Parity Securities that are participating in the Underwritten Offeringeach such holder.

Priority. If the Managing Underwriter or Underwriters of any proposed a requested registration pursuant to this Section 2.2 involves an Underwritten Offering and the managing underwriter shall advise Primerica in good faith that in its opinion the Partnership that the total amount number of Registrable Securities that the Selling Holders and any other Persons intend securities requested to include be included in such offering registration exceeds the number that which can be sold in such offering without being likely to have having an adverse effect on such offering, including the price, timing or distribution of the Common Units offered or the market for the Common Unitsprice at which such securities can be sold, then the Common Units Primerica will be required to be included include in such Underwritten Offering shall include registration the maximum number of Registrable Securities shares that such Managing Underwriter or Underwriters advise the Partnership underwriter advises can be sold without having such adverse effectso sold, with such number to be allocated (except in situations where the last sentence of this Section 2.2(c) applies): (i) first, to Registrable Securities requested by all Holders (including any Holders that did not exercise their Demand Registration rights pursuant to Section 2.2(b)) to be included in such registration, pro rata on the Partnership, basis of the aggregate number of shares of Common Stock and Non-Voting Stock owned by any such requesting Holder and its Affiliates vis-a-vis the other requesting Holders and their Affiliates on the date of such request; and Affiliates vis-a-vis the other requesting Holders and their Affiliates on the date of such request; and (ii) second, among all shares of Common Stock requested to Teekay and its Affiliates pursuant to be included in such registration by any registration rights existing as other stockholder of the date Primerica owning shares of this Agreement and Common Stock eligible for such registration; and (iii) third, pro rata among the Selling Holders who have other securities, if any, requested participation and otherwise eligible to be included in such Underwritten Offering and any other holder of registration (including securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold for the account of Primerica). If the Board of Directors of Primerica determines in such Underwritten Offering multiplied by (b) its good faith judgment that Primerica needs to raise common equity capital in the fraction derived by dividing public capital markets to either (x) make a capital contribution to one of its principal insurance company Subsidiaries as requested by the number principal regulator for such insurance company Subsidiary or to maintain the financial strength rating of Registrable Securities owned on the Closing Date by such Selling Holder by insurance company Subsidiary, (y) deleverage Primerica to address potential financial covenant defaults under any material debt agreement, or (z) use the aggregate proceeds thereof to repay the Citi Note, then Primerica shall have the right to include in such offering up to fifty percent (50%) of the total number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation shares of securities that such underwriter advises can be so sold in such Underwritten Offering plus offering. A registration will be deemed to be initiated by Primerica if Primerica provides written notice to the aggregate number Holders of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringits intention to effect such a registration or sale pursuant thereto.

Priority. If Notwithstanding the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise foregoing, if the Partnership registration pursuant to this Paragraph 2 involves an underwritten offering and the managing underwriter advises the Company in writing that the total number of shares of Registrable Securities desired to be offered by the Company or Securityholders other than the Demand Holder (the “Other Sellers”) together with the Registration Demand Securities of the Demand Holder exceeds the maximum number of such shares which the managing underwriter considers, in good faith, to be appropriate based on market conditions and other relevant factors (including, without limitation, pricing) (the “Maximum Number”), then the securities proposed to be included by the Company shall be excluded from such registration before any such securities of the Demand Holder or the Other Sellers. If, and to the extent that, after exclusion of the securities proposed to be included by the Company, the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers exceeds the Maximum Number, then the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers that may be included in the underwriting shall be allocated among all Securityholders thereof, including the Demand Holder, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Securityholder; provided, however, that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units Registration Demand Securities to be included in such Underwritten Offering shall include the number underwriting is not reduced below thirty-five percent (35%) percent of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Registration Demand Securities proposed for which inclusion has been requested by the Demand Holder. Each of the Demand Holder, the Other Sellers and the Company (in the event that any securities are to be sold in offered by the Company) may withdraw from any demand registration pursuant to this Paragraph 2 by giving written notice to the Company prior to the effective date of such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating registration statement and, in the Underwritten Offeringevent of a withdrawal by the Demand Holder, such withdrawn Demand Registration shall not be deemed to be a Demand Registration counting against the maximum of two Demand Registrations set forth in Paragraph 2(a) if the Demand Holder pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above allocation for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities then owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities then owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities then owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any managing underwriter(s) for a registration in which Registrable Securities are proposed Underwritten Offering to be included pursuant to this Article III that involves an underwritten offering shall advise the Partnership Company in good faith that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds its opinion, the number of shares of Common Stock to be sold for the account of persons other than the Company is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of the Company and the Holders), then the number of shares of Common Stock to be sold in such offering may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without being likely to have an having the adverse effect on referred to above. The reduced number of shares of Common Stock that may be registered shall be allocated in the pricecase of a Public Offering (i) initiated by the Company, timing or distribution in the following priority: first, to shares of the Common Units offered or the market for the Common Units, then the Common Units Stock proposed to be included registered for offer and sale by the Company; second, to Registrable Securities proposed to be registered by Holders as a Piggyback Registration; and third, to shares of Common Stock proposed to be registered pursuant to any demand registration rights of third parties; and (ii) initiated pursuant to the demand registration rights of third parties, in the following priority: first, to shares of Common Stock proposed to be registered pursuant to such Underwritten Offering demand registration rights of such third parties; and second, to Registrable Securities proposed to be registered by Holders as a Piggyback Registration. The reduced number of Registrable Securities that may be registered pursuant to this Section 3.3 shall include be allocated pro rata among the Holders participating in the Piggyback Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.3, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Managing Underwriter or Underwriters advise the Partnership can Holder has requested be sold without having included, such adverse effect, with such number Holder may elect to be allocated (i) first, to the Partnership, (ii) second, to Teekay and withdraw its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (from the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringregistration.

Priority. If a registration under this Article 3 involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good-faith judgment advises the Partnership Parent that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the Selling Holders and any other Persons intend price, timing, distribution or sale of securities in the offering (the "Underwriter's Maximum Number"), the Parent shall be required to include in such offering exceeds Registration Statement only such number of securities as is equal to the number that can be sold Underwriter's Maximum Number and the Parent and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (i) First, the Parent shall be obligated and required to have an adverse effect on include in the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include Registration Statement the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number Requesting Holder(s) have requested to be included in the Registration Statement and that does not exceed the Underwriter's Maximum Number; provided, that if there are multiple Requesting Holders, the Registrable Securities to be included in the Registration Statement shall be allocated (i) firstamong all such Requesting Holders in proportion, as nearly as practicable, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Registration Demand. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (ii) Second, the Parent shall be entitled to include in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the Registration Statement such number of Registrable Parent Securities owned on as the Closing Date by such Selling Holder by (y) Parent proposes to offer and sell for its own account or the aggregate number account of Registrable Securities owned on any other Person to the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus full extent of the aggregate number remaining portion of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingUnderwriter's Maximum Number.

Priority. If the Managing Underwriter or Underwriters of any proposed a requested registration pursuant to this Section 2.2 involves an Underwritten Offering and the managing underwriter shall advise Primerica in good faith that in its opinion the Partnership that the total amount number of Registrable Securities that the Selling Holders and any other Persons intend securities requested to include be included in such offering registration exceeds the number that which can be sold in such offering without being likely to have having an adverse effect on such offering, including the price, timing or distribution of the Common Units offered or the market for the Common Unitsprice at which such securities can be sold, then the Common Units Primerica will be required to be included include in such Underwritten Offering shall include registration the maximum number of Registrable Securities shares that such Managing Underwriter or Underwriters advise the Partnership underwriter advises can be sold without having such adverse effectso sold, with such number to be allocated (except in situations where the last sentence of this Section 2.2(c) applies): (i) first, to Registrable Securities requested by all Holders (including any Holders that did not exercise their Demand Registration rights pursuant to Section 2.2(b)) to be included in such registration, pro rata on the Partnership, basis of the aggregate number of shares of Common Stock and Non-Voting Stock owned by any such requesting Holder and its Affiliates vis-a-vis the other requesting Holders and their Affiliates on the date of such request; and (ii) second, among all shares of Common Stock requested to Teekay and its Affiliates pursuant to be included in such registration by any registration rights existing as other stockholder of the date Primerica owning shares of this Agreement and Common Stock eligible for such registration; and (iii) third, pro rata among the Selling Holders who have other securities, if any, requested participation and otherwise eligible to be included in such Underwritten Offering and any other holder of registration (including securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold for the account of Primerica). If the Board of Directors of Primerica determines in such Underwritten Offering multiplied by (b) its good faith judgment that Primerica needs to raise common equity capital in the fraction derived by dividing public capital markets to either (x) make a capital contribution to one of its principal insurance company Subsidiaries as requested by the number principal regulator for such insurance company Subsidiary or to maintain the financial strength rating of Registrable Securities owned on the Closing Date by such Selling Holder by insurance company Subsidiary, (y) deleverage Primerica to address potential financial covenant defaults under any material debt agreement, or (z) use the aggregate proceeds thereof to repay the Citi Note, then Primerica shall have the right to include in such offering up to fifty percent (50%) of the total number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation shares of securities that such underwriter advises can be so sold in such Underwritten Offering plus offering. A registration will be deemed to be initiated by Primerica if Primerica provides written notice to the aggregate number Holders of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringits intention to effect such a registration or sale pursuant thereto.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of those Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of those Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of those Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of those Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holders of securities of the Partnership having registration rights pari passu with the Purchasers’ registration rights that are described in Schedule 3.02(g) of the Purchase Agreement, and (iii) third, any other holder of securities of the Partnership (other than Teekay Partnership, including the General Partner and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.

Priority. If Notwithstanding the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise foregoing, if the Partnership registration pursuant to this Paragraph 2 involves an underwritten offering and the managing underwriter advises the Company in writing that the total number of shares of Registrable Securities desired to be offered by the Company or Securityholders other than the Demand Holder (the "Other Sellers") together with the Registration Demand Securities of the Demand Holder exceeds the maximum number of such shares which the managing underwriter considers, in good faith, to be appropriate based on market conditions and other relevant factors (including, without limitation, pricing) (the "Maximum Number"), then the securities proposed to be included by the Company shall be excluded from such registration before any such securities of the Demand Holder or the Other Sellers. If, and to the extent that, after exclusion of the securities proposed to be included by the Company, the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers exceeds the Maximum Number, then the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers that may be included in the underwriting shall be allocated among all Securityholders thereof, including the Demand Holder, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Securityholder; provided, however, that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units Registration Demand Securities to be included in such Underwritten Offering shall include the number underwriting is not reduced below thirty-five percent (35%) percent of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Registration Demand Securities proposed for which inclusion has been requested by the Demand Holder. Each of the Demand Holder, the Other Sellers and the Company (in the event that any securities are to be sold in offered by the Company) may withdraw from any demand registration pursuant to this Paragraph 2 by giving written notice to the Company prior to the effective date of such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating registration statement and, in the Underwritten Offeringevent of a withdrawal by the Demand Holder, such withdrawn Demand Registration shall not be deemed to be a Demand Registration counting against the maximum of two Demand Registrations set forth in Paragraph 2(a) if the Demand Holder pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration.

Priority. If Anything in Section 4(a) to the Managing Underwriter contrary notwithstanding, if either (1) the managing underwriter or Underwriters underwriters of any proposed Underwritten Offering advise underwritten offering or (2) the Partnership person pursuant to whose demand registration rights the offering is to be made, shall inform the Company of its belief that the total amount number or type of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units requested to be included in such Underwritten Offering registration pursuant to this Agreement would materially and adversely affect such offering, then the Company shall include in such registration, to the extent of the number of Registrable Securities and type that such Managing Underwriter or Underwriters advise the Partnership Company is so advised can be sold without having in (or during the time of) such adverse effect, with such number to be allocated offering: (i) first, all securities proposed by the Company to be sold for its own account; provided that the Partnership, Company may modify this priority to permit securities described in item (ii) second, below to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated be registered prior to the Registrable Securities securities proposed by the Company to be sold for its own account; (the “Parity Securities”). The pro rata allocations pursuant to clause (iiiii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed then, securities to be sold in connection with demand registration rights that have been exercised pursuant to registration rights agreements between the Company and any third parties; (iii) then, securities to be sold in connection with piggyback registration rights expressly superior to all other piggyback rights (other than any rights to which such Underwritten Offering multiplied by piggyback registration rights are expressly subordinated), or expressly superior to the piggyback rights set forth in this Agreement, that have been exercised pursuant to registration rights agreements between the Company and any third parties; and (biv) the fraction derived by dividing (x) the number of finally, Registrable Securities owned on to be sold by the Closing Date by Purchaser hereunder together with all other shares of Common Stock to be registered pursuant to registration rights agreements between the Company and any third parties (except in the case of any such Selling Holder by registration rights agreement where the “priority” rights are expressly subordinated to all other piggyback rights (yother than any rights to which such piggyback registration rights are expressly superior), or expressly subordinated to the piggyback rights set forth in this Agreement) in proportion to the aggregate number respective numbers of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number shares of Parity Securities owned on the Closing Date by all holders of Parity Securities Common Stock that are participating in owned by the Underwritten OfferingPurchaser and such third parties.

Priority. If the Managing Underwriter or Underwriters Underwriter(s) of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Units that can be sold in such offering without being likely to have an a materially adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such materially adverse effect, with such number to be allocated allocated, in the case of Underwritten Offerings initiated by the Partnership or pursuant to the Partnership Agreement Registration Rights, (i) first, to the Partnership, Partnership or other party requesting or initiating such registration pursuant to the Partnership Agreement Registration Rights and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities of the Partnership Common Units (other than Teekay and its Affiliatesholders of Registrable Securities) having with registration rights of registration that are neither expressly senior nor subordinated entitling them to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation participate in such Underwritten Offering shall be on a pari passu basis with the product Selling Holders, allocated among such Selling Holders and other holders pro rata on the basis of (a) the aggregate number of Registrable Securities or Common Units proposed to be sold by each applicable Selling Holder or other holder in such Underwritten Offering multiplied by (b) based, for each such participant, on the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by all participants in such Underwritten Offering) or in such manner as they may agree, and in the case of Underwritten Offerings initiated by other parties requesting or initiating such registration, including other holders of securities of the Partnership having rights of registration, including pursuant to the Existing Registration Rights, (i) first, to such requesting party, (ii) second, by the Selling Holders who have requested participation in such Underwritten Offering plus and by the other holders of Common Units (other than holders of Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering on a pari passu basis with the Selling Holders, allocated among such Selling Holders and other holders pro rata on the basis of the number of Registrable Securities or Common Units proposed to be sold by each applicable Selling Holder or other holder in such Underwritten Offering (based, for each such participant, on the percentage derived by dividing (x) the number of Common Units proposed to be sold by such participant in such Underwritten Offering by (y) the aggregate number of Parity Securities owned on the Closing Date Common Units proposed to be sold by all holders of Parity Securities that are participating participants in the such Underwritten Offering) or in such manner as they may agree. The allocation of Common Units to be included in any Underwritten Offering other than an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 shall be governed by Section 2.01(a).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership Company that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipCompany, (ii) second, to Teekay and its Affiliates of the Company pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership Company (other than Teekay and its AffiliatesAffiliates of the Company) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders party to this Agreement and any other Persons who have been or are granted registration rights prior to or after the date of this Agreement (including the General Partner, “Other Holders”), in each case, who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Offering. The pro rata allocations pursuant to clause (iii) above for each such Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders and Other Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by such Selling Holder or Other Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are and Other Holders participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, ; (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as provided in the Registration Rights Agreement dated as of March 15, 2006 by and among Legacy, the date of this Agreement General Partner and Friedman, Billings, Xxxxxx & Co.; (iii) third, pursuant to the Registration Rights Agreement dated March 15, 2006 by and among Legacy, the General Partner and other parties thereto; (iv) fourth, pursuant to the Registration Rights Agreement dated June 29, 2006 between Xxxxx Holding LP, Legacy and the General Partner; (v) fifth, pursuant to the Registration Rights Agreement dated April 16, 2007 by and among Xxxxxxx & Associates, Inc., Legacy and the General Partner;and (vi) sixth, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If a registration under this Section 3.3 involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good-faith judgment advises the Partnership Parent that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the Underwriter's Maximum Number, the Parent shall be required to include in such Registration Statement only such number of securities as is equal to the Underwriter's Maximum Number and the Parent and the Requesting Holders shall participate in such offering in the following order of priority: (i) First, the Parent shall be entitled to include in such Registration Statement the Parent Securities that the Parent proposes to offer and sell for its own account in such registration and that does not exceed the Underwriter's Maximum Number. (ii) Second, the Parent shall be obligated and required to include in such Registration Statement that number of Registrable Securities that the Selling Requesting Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the pricehave, timing or distribution of the Common Units offered or the market for the Common Unitscollectively, then the Common Units requested to be included in such Underwritten Offering shall include offering, to the full extent of the remaining portion of the Underwriter's Maximum Number; provided, that if such number of Registrable Securities that such Managing Underwriter or Underwriters advise exceeds the Partnership can be sold without having such adverse effectremaining portion of the Underwriter's Maximum Number, with such number the Registrable Securities to be included in such offering shall be allocated (i) firstamong all of the Requesting Holders, in proportion, as nearly as practicable, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Piggyback Registration Notice. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (iii) Third, the Parent shall be entitled to include in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the Registration Statement that number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Parent Securities that are participating in the Underwritten OfferingParent proposes to offer and sell for the account of any other Person, to the full extent of any remaining portion of the Underwriter's Maximum Number.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters advise the Partnership advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership and any of its affiliates, and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (“Other Holders”) who have requested participation in such Underwritten Offering and any other holder of securities of (based, for each such Selling Holder or Other Holder, on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above percentage computed, for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) or Other Holder, on the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by all Selling Holders who have requested participation in such Underwritten Offering plus Offering). As of the aggregate number date of Parity Securities owned on execution of this Agreement, there are no other Persons with Registration Rights relating to the Closing Date by all holders Common Units other than pursuant to this Agreement and Section 7.12 of Parity Securities that are participating in the Underwritten OfferingPartnership Agreement.

Priority. If Notwithstanding the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise foregoing, if the Partnership registration pursuant to this Paragraph 2 involves an underwritten offering and the managing underwriter advises the Company in writing that the total amount number of securities desired to be offered by the Company and the shares of Registrable Securities that desired to be offered by Securityholders (including the Selling Holders Registration Demand Securities of the Demand Holder) exceeds the maximum number of such shares which the managing underwriter considers, in good faith, to be appropriate based on market conditions and any other Persons intend to relevant factors (including, without limitation, pricing), then the Company will include in such offering exceeds registration to the extent of the number that which the Company is so advised can be sold in such offering without being likely to have an adverse effect on adversely affecting the priceoffering, timing or distribution of the Common Units offered or the market for the Common Unitssecurities determined as follows: (i) first, then the Common Units any Registrable Securities requested to be included in such Underwritten Offering shall include registration pro rata among the holders thereof requesting such registration (including the Registration Demand Securities of the Demand Holder) on the basis of the number of Registrable Securities that shares of such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number securities requested to be allocated (i) first, to the Partnership, included by such holders; and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of securities proposed by the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed Company to be sold in such Underwritten Offering multiplied by for its own account, Each of the Demand Holder, any other Securityholder and the Company (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringevent that any securities are to be offered by the Company) may withdraw from any demand registration pursuant to this Paragraph 2 by giving written notice to the Company prior to the filing date of such registration statement and, in the event of a withdrawal by the Demand Holder, such withdrawn Demand Registration shall not be deemed to be a Demand Registration counting against the maximum of one Demand Registrations set forth in Paragraph 2(a) if the Demand Holder pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and the General Partner and its Affiliates (as defined in the Partnership Agreement) and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay Corporation (“Teekay”) and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and Agreement, (iii) third, to any other holders of securities selling pursuant to the terms of Existing Registration Rights Agreements (each, an “Existing Rights Holder”), on the percentage derived by dividing (x) the number of securities proposed to be sold by such Existing Rights Holder by (y) the aggregate number of securities proposed to be sold by all Existing Rights Holders, in the aggregate, and (iv) fourth, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its AffiliatesAffiliates or the Existing Rights Holders) having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iiiiv) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Units that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters Underwriter(s) of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Units that can be sold in such offering without being likely to have an a materially adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such materially adverse effect, with such number to be allocated (i) first, to the PartnershipPartnership or other party or parties requesting or initiating such registration or to any other holder of securities of the Partnership having rights of registration, including pursuant to the Existing Registration Rights and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities of the Partnership Common Units (other than Teekay holders of Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and its Affiliates) having rights other holders pro rata on the basis of registration that are neither expressly senior nor subordinated to the number of Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant or Common Units proposed to clause (iii) above for be sold by each applicable Selling Holder who has requested participation or other holder in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by all Selling Holders who have requested participation participants in such Underwritten Offering) or in such manner as they may agree. The allocation of Common Units to be included in any Underwritten Offering plus the aggregate number of Parity other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02 shall be governed by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01(a).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Stock involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) if in a Company initiated registration, (A) first, to the Partnership, Company and (iiB) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any the other holder holders of securities of the Partnership Common Stock (other than Teekay Eligible Holders and its Affiliatesas otherwise already allocated in this section) having with registration rights of registration that are neither expressly senior nor subordinated entitling them to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation participate in such Underwritten Offering shall be Offering, allocated among such holders pro rata on the product basis of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on shares of Common Stock elected to be included in such offering or in such manner as they may agree and (ii) if in a registration initiated by another holder(s) with registration rights other than pursuant to this Agreement, (A) first to such other holder(s), if required pursuant to such agreement governing the Closing Date by registration rights for such Selling Holder by other holder(s) and (yB) second, to the aggregate number of Registrable Securities owned on Company, the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus and the aggregate other holders of Common Stock (other than Eligible Holders and as otherwise already allocated in this section) with registration rights entitling them to participate in such Underwritten Offering, allocated among such holders pro rata on the basis of the number of Parity Securities owned on shares of Common Stock elected to be included in such offering or in such manner as they may agree. For the Closing Date by all holders avoidance of Parity Securities that are participating doubt, the priority set forth in this Section 2.02(b) shall not apply and shall have no effect in the Underwritten Offeringevent that a Holder exercises its rights pursuant to Section 2.03, which shall be governed exclusively by the provisions of Section 2.03.

Priority. If in connection with an Underwritten Offering pursuant to this Section 2.03, the Primary Managing Underwriter or Underwriters of any proposed Underwritten Offering shall advise the Partnership that Company that, in its reasonable opinion, the total amount number of Registrable Securities that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering, including any shares of Common Stock elected to be sold by Leucadia National Corporation pursuant to its registration rights, exceeds the number that which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units securities to be offered or the market for the Common Units(an "Adverse Effect"), then the Common Units to be included Company shall include in such Underwritten Offering shall include the number of Registrable Securities that such Primary Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, first to the Partnership, Company and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and Leucadia National Corporation, (iii) thirdand if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Selling Holders who that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be sold reallocated among the remaining requesting Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringlike manner).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering managing underwriter for a Demand Registration that involves an underwritten offering shall advise the Partnership Company that, in its opinion, the inclusion of the amount of securities to be sold for the Company's account or the Registrable Securities to be sold for the account of Holders that did not initiate the Demand Registration would (x) create a substantial risk that the total amount of Registrable Securities proceeds or price per share that will be derived from such Demand Registration will be materially reduced or that the Selling Holders number of securities to be registered on such Demand Registration is too large to be reasonably sold or (y) materially and adversely effect such Demand Registration in any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Unitsrespect, then the Common Units amount of securities to be included sold for the Company's account or the Registrable Securities to be sold for the account of such non-initiating Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter's recommendation. In the event of such Underwritten Offering shall include reduction, the number of Registrable Securities that included in such Managing Underwriter or Underwriters advise the Partnership can Demand Registration shall be sold without having such adverse effect, with such number to be allocated determined by giving (i) first, first priority to the PartnershipRegistrable Securities owned by the Holder that initiated such Demand Registration (which shall not be reduced), (ii) secondsecond priority to the Registrable Securities owned by the Holders that did not initiate such Demand Registration, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement allocated if necessary pro rata among all such Holders, and (iii) thirdthird priority to the securities sought to be included by the Company. If no Registrable Securities of a Holder in category (ii) above are cut back, pro rata among the Selling Holders who a Demand Registration shall be deemed to have been requested participation by such Holder for purposes of Section 2(B). If any Registrable Securities of a Holder in category (ii) above are cut back, no Demand Registration shall be deemed to have been requested by such Underwritten Offering and Holder for purposes of Section 2(B) whether or not such Holder includes any other holder of securities of the Partnership (other than Teekay and Registerable Securities in the Demand Registration. In addition, such Holder may elect to withdraw its Affiliates) having rights of registration that are neither expressly senior nor subordinated Registrable Securities from such Demand Registration upon prompt written notice to the Company of such withdrawal; provided, however, that such withdrawal election shall be irrevocable and, after making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities (in the “Parity Securities”)Demand Registration as to which such withdrawal election was made. The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in If any such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) withdrawal election is made, the number of Registrable Securities owned on included in the Closing Date Demand Registration shall be increased by such Selling Holder by (y) the aggregate number lesser of the amount of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus withdrawn and the aggregate number amount of Parity Registrable Securities owned on cut back pursuant to this Section 2(D), and in accordance with the Closing Date priority provided by all holders of Parity Securities that are participating in the Underwritten Offeringthis Section 2(D).

Priority. If Notwithstanding the Managing Underwriter or Underwriters foregoing, if the managing underwriter of any proposed Underwritten Offering advise a registered offering being made in response to the Partnership Registration Demand advises the Company in writing that the total amount number of shares of Registrable Securities that desired to be offered by the Selling 10% Holders, the Subsequent Investor (if any), the Company, the Eligible Holders and any other Persons intend to include in such offering the Additional Securityholders exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsMaximum Number, then the Common Units to Registrable Securities shall be included in such Underwritten Offering shall include the offering, up to the Maximum Number, in the following priority: (i) First, (A) in the case of a Demand Registration Demand, the Registrable Securities desired to be offered by the 10% Holders on a pro rata basis based on the number of Paragraph 2 Securities then owned by each such 10% Holder, or (B) in the case of a Piggy Back Registration Demand, the Registrable Securities desired to be offered by the 10% Holders and the Registrable Securities desired to be offered by the Subsequent Investor, PROVIDED that if such Registrable Securities exceed the Maximum Number, the 10% Holders and the Subsequent Investor shall be entitled to include Registrable Securities on a pro rata basis based on the number of Paragraph 2 Securities then owned by each such 10% Holder and the number of shares of Common Stock then owned by the Subsequent Investor that are subject to the Subsequent Agreement; (ii) Second, the Registrable Securities desired to be offered by the Company; (iii) Third, the Registrable Securities desired to be offered by Eligible Holders pursuant to Paragraph 1; and (iv) Fourth, the Registrable Securities desired to be offered by Additional Securityholders in such relative amounts and priorities as shall be provided in the agreements that define the relative rights of the Additional Securityholders. Each of the 10% Holders, the Subsequent Investor, the Eligible Holders, the Additional Securityholders and the Company (in the event that any securities are to be offered by the Company) may withdraw from the registration by giving written notice to the Company prior to the filing date of such registration statement. In the event of a withdrawal by a 10% Holder of a Demand Registration Demand, such withdrawn demand shall not be deemed to be one of the Demand Registration Demands to which such 10% Holder is entitled PROVIDED that such Managing Underwriter 10% Holder pays or Underwriters advise promptly reimburses the Partnership can be sold without having such adverse effect, Company for all Registration Expenses incurred by the Company in connection with such number withdrawn demand. In the event of a withdrawal of a Demand Registration Demand where any other 10% Holder does not withdraw from the registration, such nonwithdrawing 10% Holder shall be deemed to have made a Demand Registration Demand. In the event that the Subsequent Investor withdraws from the registration but any 10% Holder does not withdraw its Piggyback Registration Demand, such Piggyback Registration Demand shall thereafter constitute a Demand Registration Demand by such 10% Holder. If at the time that the registration statement ceases to be effective in accordance with Paragraph 2(a)(vi) or, in the case of a registration subject to Paragraph 2(b), in accordance with the Subsequent Agreement there remain unsold Registrable Securities, such Registrable Securities will be withdrawn and shall be allocated as follows: (i1) first, to among the Partnership, Additional Securityholders on the basis of the relative amounts and priorities as shall be provided in the agreements that define the relative rights of the Additional Securityholders; (ii2) second, to Teekay and its Affiliates pursuant to any registration rights existing as on a pro rata basis among the Eligible Holders (other than 10% Holders) on the basis of the date respective numbers of this Agreement and Registrable Securities of each of them included in such registration; (iii3) third, pro rata among to the Selling Company (in the event that any securities were offered by the Company); and (4) fourth, (x) in the case of a Demand Registration Demand, to the 10% Holders who have requested participation in such Underwritten Offering and any other holder of securities on the basis of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number respective numbers of Registrable Securities proposed to be sold of each of them included in such Underwritten Offering multiplied by registration or (by) in the fraction derived by dividing (x) case of a Piggy Back Registration Demand, to the number 10% Holders and the Subsequent Investor on the basis of the respective numbers of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation each of them included in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringregistration.

Priority. If a registration under this Article 3 involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good-faith judgment advises the Partnership Parent that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the Selling Holders and any other Persons intend price, timing, distribution or sale of securities in the offering (the “Underwriter’s Maximum Number”), the Parent shall be required to include in such offering exceeds Registration Statement only such number of securities as is equal to the number that can be sold Underwriter’s Maximum Number and the Parent and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (i) First, the Parent shall be obligated and required to have an adverse effect on include in the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include Registration Statement the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number Requesting Holder(s) have requested to be included in the Registration Statement and that does not exceed the Underwriter’s Maximum Number; provided, that if there are multiple Requesting Holders, the Registrable Securities to be included in the Registration Statement shall be allocated (i) firstamong all such Requesting Holders in proportion, as nearly as practicable, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Registration Demand. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (ii) Second, the Parent shall be entitled to include in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the Registration Statement such number of Registrable Parent Securities owned on as the Closing Date by such Selling Holder by (y) Parent proposes to offer and sell for its own account or the aggregate number account of Registrable Securities owned on any other Person to the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus full extent of the aggregate number remaining portion of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingUnderwriter’s Maximum Number.

Priority. If in connection with an Underwritten Offering pursuant to this Section 1.4, the Primary Managing Underwriter or Underwriters of any proposed Underwritten Offering shall advise the Partnership that Company that, in its reasonable opinion, the total amount number of Registrable Securities that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering, including pursuant to the Existing Registration Rights Agreements, exceeds the number that can be sold in such offering without being likely to have having an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsAdverse Effect, then the Common Units to be included Company shall include in such Underwritten Offering shall include the number of Registrable Securities that such Primary Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, to the PartnershipCompany, (ii) second, to Teekay the Selling Holders, as defined in and its Affiliates pursuant to any registration rights existing the Leucadia Registration Rights Agreement, to the Selling Holders, as defined in and pursuant to the Battlecat Registration Rights Agreement, and to the Selling Holders hereunder, pro rata based on the relative number of Registrable Securities (as defined herein or in the date of this Leucadia Registration Rights Agreement or the Battlecat Registration Rights Agreement, as applicable) proposed to be offered and sold by such Selling Holders, and (iii) thirdthereafter, to any holders of registration rights; and fourth, second, and if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Selling Holders who that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold reallocated among the remaining requesting Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringlike manner).

Priority. If Other than situations described in Section 2.01 and Section 2.04 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Unit Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay Corporation (“Teekay”) and its Affiliates pursuant to any registration rights existing as of the date of this Agreement Agreement, and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Common Unit Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus Offering, based, for each Selling Holder and each other holder of Parity Securities, on the percentage derived by dividing (A) the number of Common Unit Registrable Securities proposed to be sold, in the aggregate, by all Selling Holders or such other holder of Parity Securities by (B) the aggregate number of Parity Common Unit Registrable Securities owned on proposed to be sold, in the Closing Date aggregate, by all Selling Holders and the holders of Parity Securities that are participating in the Underwritten OfferingSecurities.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Stock involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) if in a Company initiated registration, (A) first, to the Partnership, Company and (iiB) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any the other holder holders of securities of the Partnership Common Stock (other than Teekay the Eligible Holder and its Affiliatesas otherwise already allocated in this section) having with registration rights of registration that are neither expressly senior nor subordinated entitling them to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation participate in such Underwritten Offering shall be Offering, allocated among such holders pro rata on the product basis of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on shares of Common Stock elected to be included in such offering or in such manner as they may agree and (ii) if in a registration initiated by another holder(s) with registration rights other than pursuant to this Agreement, (A) first to such other holder(s), if required pursuant to such agreement governing the Closing Date by registration rights for such Selling Holder by other holder(s) and (yB) second, to the aggregate number of Registrable Securities owned on Company, the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus and the aggregate other holders of Common Stock (other than the Eligible Holder and as otherwise already allocated in this section) with registration rights entitling them to participate in such Underwritten Offering, allocated among such holders pro rata on the basis of the number of Parity Securities owned on shares of Common Stock elected to be included in such offering or in such manner as they may agree. For the Closing Date by all holders avoidance of Parity Securities that are participating doubt, the priority set forth in this Section 2.02(b) shall not apply and shall have no effect in the Underwritten Offeringevent that a Holder exercises its rights pursuant to Section 2.03, which shall be governed exclusively by the provisions of Section 2.03.

Priority. If the Managing Underwriter a registration or Underwriters of any proposed sale pursuant to this Section 2.1 involves an Underwritten Offering advise and the Partnership managing underwriter advises Gazit in good faith that in its opinion the total amount number of Registrable Securities that the Selling Holders and any other Persons intend securities requested to include be included in such offering registration or sale exceeds the number that which can be sold in such offering without being likely to have having an adverse effect on such offering, including the price, timing or distribution of the Common Units offered or the market for the Common Unitsprice at which such securities can be sold, then Gazit will be required to include in such registration the Common Units maximum number of shares that such underwriter advises can be so sold, allocated: (i) if such offering was initiated by Gazit as a primary offering on behalf of Gazit, (x) first, to the securities Gazit proposes to sell, (y) second, among the Ordinary Shares requested to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to offering by any registration rights existing as of the date of this Agreement and (iii) thirdHolders, pro rata among rata, on the Selling Holders who have requested participation in such Underwritten Offering and any other holder basis of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed Ordinary Shares requested to be sold included in such Underwritten Offering multiplied offering by any such requesting Holder and its Affiliates vis-a-vis the other requesting Holders and their Affiliates on the date of such request, and (bz) third, among other securities, if any, requested and otherwise eligible to be included in such offering; or (ii) if such offering was initiated by a security holder of Gazit (other than a Holder, in which case the fraction derived by dividing provisions of Section 2.2 shall govern) as a secondary offering on behalf of such security holder, (x) first, among the number of Registrable Securities owned Ordinary Shares requested to be included in such offering by each Holder and such requesting security holder, pro rata, on the Closing Date by such Selling Holder by (y) basis of the aggregate number of Registrable Securities owned Ordinary Shares requested to be included in such offering by any such requesting Holder and its Affiliates and such requesting security holder vis-a-vis the other requesting Holders and security holders and their Affiliates on the Closing Date by all Selling Holders who have date of such request, (y) second, among the Ordinary Shares requested participation to be included in such Underwritten Offering plus offering by any other stockholder of Gazit owning Ordinary Shares eligible for registration, and (z) third, among other securities, if any, requested and otherwise eligible to be included in such offering (including securities to be sold for the aggregate number account of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingGazit).

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise of Common Shares included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Corporation that the total amount of Registrable Securities Common Shares that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Shares that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership Corporation can be sold without having such adverse effect, with such number to be allocated (i) first, to the PartnershipCorporation or other party or parties requesting or initiating such registration, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as by the holders of Corporation securities that have requested participation in such Underwritten Offering under the date of this Existing Registration Rights Agreement and (iii) third, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities of the Partnership Common Shares (other than Teekay and its Affiliatesholders of Registrable Securities) having with registration rights of registration that are neither expressly senior nor subordinated pursuant to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant BX Registration Rights Agreement or otherwise entitling them to clause (iii) above for each Selling Holder who has requested participation participate in such Underwritten Offering shall be Offering, allocated among such Selling Holders and other holders pro rata on the product basis of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date or Common Shares held by such each applicable Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation or other holder or in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringmanner as they may agree.

Priority. If in connection with an Underwritten Offering pursuant to this Section 2.03, the Primary Managing Underwriter or Underwriters of any proposed Underwritten Offering shall advise the Partnership that Company that, in its reasonable opinion, the total amount number of Registrable Securities that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering, including pursuant to the Preferred Stock Registration Rights Agreement or the EF Registration Rights Agreement or the Leucadia Registration Rights Agreement, exceeds the number that can be sold in such offering without being likely to have having an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsAdverse Effect, then the Common Units to be included Company shall include in such Underwritten Offering shall include the number of Registrable Securities that such Primary Managing Underwriter or Underwriters advise advises the Partnership Company can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, to the PartnershipCompany, (ii) second, to Teekay the Selling Holders, as defined in and its Affiliates pursuant to any registration rights existing the Leucadia Registration Rights Agreement, to the Selling Holders, as defined in and pursuant to the Preferred Stock Registration Rights Agreement and to the Selling Holders hereunder, pro rata based on the relative number of Registrable Securities (as defined herein or in the date of this Leucadia Registration Rights Agreement or the Preferred Stock Registration Rights Agreement, as applicable) proposed to be offered and sold by such Selling Holders, and (iii) thirdthereafter, to any holders of registration rights; and fourth, second, and if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Selling Holders who that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold reallocated among the remaining requesting Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringlike manner).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership of Common Units included in an Underwritten Offering involving Included Registrable Securities advises that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters advise the Partnership advises can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (including the General Partner, “Other Holders”) who have requested participation in the Piggyback Offering (based, for each such Underwritten Offering and any other holder of securities of Selling Holder or Other Holder, on the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above percentage computed, for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) or Other Holder, on the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder or Other Holder, as applicable, in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by all Selling Holders who have requested participation or Other Holders, as applicable, in such Underwritten Offering plus Offering). As of the aggregate number date of Parity Securities owned on execution of this Agreement, there are no other Persons with Registration Rights relating to the Closing Date by all holders Common Units or the Class B Units other than pursuant to this Agreement and Section 7.12 of Parity Securities that are participating in the Underwritten OfferingPartnership Agreement.

Priority. If a registration under this Section 3.1 involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good faith judgment advises the Partnership Company that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the Selling Holders and any other Persons intend price, timing, distribution or sale of securities in the offering (the “Underwriter’s Maximum Number”), the Company shall be required to include in such offering exceeds Registration Statement only such number of securities as is equal to the number that can be sold Underwriter’s Maximum Number and the Company and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (i) First, the Company shall be obligated and required to have an adverse effect on include in the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include Registration Statement the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number Requesting Holder(s) have requested to be included in the Registration Statement and that does not exceed the Underwriter’s Maximum Number; provided, that if there are multiple Requesting Holders, the Registrable Securities to be included in the Registration Statement shall be allocated (i) firstamong all such Requesting Holders in proportion, as nearly as practicable, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Registration Demand. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold in such Underwritten Offering multiplied by (b) registered, the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling excess shall be allocated among other Requesting Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating pro rata in the Underwritten Offeringmanner described in the preceding sentence.

Priority. Issuers shall not make, and no Purchaser shall accept, any payment or prepayment in respect of the Notes except in accordance with this Agreement, subject to the Collateral Agency and Intercreditor Agreement, so as to be shared first ratably among the First Out Purchasers and to maintain as near as possible the amount of the indebtedness owing under their respective First Out Senior Notes according to the First Out Purchasers’ respective pro rata share of the First Out Obligations (other than with respect to the First Out Subordinated Notes), second ratably among the First Out Purchasers and to maintain as near as possible the amount of the indebtedness owing under their respective First Out Subordinated Notes according to the First Out Purchasers’ respective pro rata share of the First Out Obligations (other than with respect to the First Out Senior Notes), third ratably among the Priority Last Out Purchasers and to maintain as near as possible the amount of the indebtedness owing under their respective Priority Last Out Notes according to the Priority Last Out Purchasers’ respective pro rata share of the Priority Last Out Obligations, fourth ratably among the Intermediate Last Out Purchasers and to maintain as near as possible the amount of the indebtedness owing under their respective Intermediate Last Out Notes according to the Intermediate Last Out Purchasers’ respective pro rata share of the Intermediate Last Out Obligations, and then ratably among the Last Out Purchasers and to maintain as near as possible the amount of the indebtedness owing under their respective Notes according to the Last Out Purchasers’ respective pro rata share of the Last Out Obligations. Nothing herein shall limit Issuers’ ability to make, and Purchasers ability to accept, any payment of interest as provided in Section 4.2.2. “(b) If any Intermediate Last Out Purchaser, Priority Last Out Purchaser or Last Out Purchaser obtains any payment or distribution (whether voluntary, involuntary, through the Managing Underwriter or Underwriters exercise of any proposed Underwritten Offering advise right granted under this Agreement, the Partnership that the total amount of Registrable Securities that the Selling Holders and Notes, or any other Persons intend Note Document or by Law or otherwise, including without limitation, by application of offset, security interest or otherwise) of principal, interest or other amount with respect to include the Notes or the Collateral other than as expressly permitted under this Agreement as in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the priceSecond Amendment Date, timing and the First Out Obligations are not Paid in Full, then (A) such Intermediate Last Out Purchaser, Priority Last Out Purchaser or Last Out Purchaser, as applicable, shall notify Notes Agent and Collateral Agent of such fact and (B) the Intermediate Last Out Purchaser, Priority Last Out Purchaser or Last Out Purchaser, as applicable, receiving such payment or distribution shall remit promptly to the First Out Purchasers an amount sufficient to cause all First Out Purchasers to receive their respective pro rata share of any such payment or distribution. If any Last Out Purchaser or Intermediate Last Out Purchaser obtains any payment or distribution (whether voluntary, involuntary, through the exercise of any right granted under this Agreement, the Notes, or any other Note Document or by Law or otherwise, including without limitation, by application of offset, security interest or otherwise) of principal, interest or other amount with respect to the Notes or the Collateral other than as expressly permitted under this Agreement as in effect on the Second Amendment Date, and the First Out Obligations are Paid in Full and the Priority Last Out Obligations are not Paid in Full, then (A) such Last Out Purchaser or Intermediate Last Out Purchaser shall notify Notes Agent and Collateral Agent of such fact and (B) the Last Out Purchaser or Intermediate Last Out Purchaser, as applicable, receiving such payment or distribution shall remit promptly to the Priority Last Out Purchasers an amount sufficient to cause all Priority Last Out Purchasers to receive their respective pro rata share of any such payment or distribution. If any Last Out Purchaser obtains any payment or distribution (whether voluntary, involuntary, through the exercise of any right granted under this Agreement, the Notes, or any other Note Document or by Law or otherwise, including without limitation, by application of offset, security interest or otherwise) of principal, interest or other amount with respect to the Notes or the Collateral other than as expressly permitted under this Agreement as in effect on the Second Amendment Date, and the First Out Obligations and the Priority Last Out obligations are Paid in Full, then (A) such Last Out Purchaser shall notify Notes Agent and Collateral Agent of such fact, (B) the Last Out Purchaser receiving such payment or distribution in excess of its pro rata share shall remit promptly to each of the Common Units offered other Last Out Purchasers an amount sufficient to cause all Last Out Purchasers to receive their respective pro rata share of any such payment or distribution, and (C) such other adjustments shall be made from time to time as shall be equitable to ensure that the Last Out Purchasers share the benefits of such payment on a pro rata basis. If any Last Out Purchaser obtains any payment or distribution (whether voluntary, involuntary, through the exercise of any right granted under this Agreement, the Notes, or any other Note Document or by Law or otherwise, including without limitation, by application of offset, security interest or otherwise) of principal, interest or other amount with respect to the Notes or the market for Collateral other than as expressly permitted under this Agreement as in effect on the Common UnitsSecond Amendment Date, and the First Out Obligations and the Priority Last Out Obligations are Paid in Full and the Intermediate Last Out Obligations are not Paid in Full, then (A) such Last Out Purchaser shall notify Notes Agent and Collateral Agent of such fact and (B) the Common Units to be included in Last Out Purchaser receiving such Underwritten Offering payment or distribution shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, remit promptly to the PartnershipIntermediate Last Out Purchasers an amount sufficient to cause all Intermediate Last Out Purchasers to receive their respective pro rata share of any such payment or distribution. If any Last Out Purchaser obtains any payment or distribution (whether voluntary, involuntary, through the exercise of any right granted under this Agreement, the Notes, or any other Note Document or by Law or otherwise, including without limitation, by application of offset, security interest or otherwise) of principal, interest or other amount with respect to the Notes or the Collateral other than as expressly permitted under this Agreement as in effect on the Second Amendment Date, and the First Out Obligations, the Priority Last Out Obligations and the Intermediate Last Out Obligations are Paid in Full, then (A) such Last Out Purchaser shall notify Notes Agent and Collateral Agent of such fact, (iiB) second, the Last Out Purchaser receiving such payment or distribution in excess of its pro rata share shall remit promptly to Teekay and its Affiliates pursuant to any registration rights existing as each of the date other Last Out Purchasers an amount sufficient to cause all Last Out Purchasers to receive their respective pro rata share of this Agreement any such payment or distribution, and (iiiC) third, such other adjustments shall be made from time to time as shall be equitable to ensure that the Last Out Purchasers share the benefits of such payment on a pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securitiesbasis”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If a registration under this Section 3.3 involves an underwritten offering and the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise managing underwriter(s) in its good-faith judgment advises the Partnership Parent that the total amount number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the Underwriter’s Maximum Number, the Parent shall be required to include in such Registration Statement only such number of securities as is equal to the Underwriter’s Maximum Number and the Parent and the Requesting Holders shall participate in such offering in the following order of priority: (i) First, the Parent shall be entitled to include in such Registration Statement the Parent Securities that the Parent proposes to offer and sell for its own account in such registration and that does not exceed the Underwriter’s Maximum Number. (ii) Second, the Parent shall be obligated and required to include in such Registration Statement that number of Registrable Securities that the Selling Requesting Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the pricehave, timing or distribution of the Common Units offered or the market for the Common Unitscollectively, then the Common Units requested to be included in such Underwritten Offering shall include offering, to the full extent of the remaining portion of the Underwriter’s Maximum Number; provided, that if such number of Registrable Securities that such Managing Underwriter or Underwriters advise exceeds the Partnership can be sold without having such adverse effectremaining portion of the Underwriter’s Maximum Number, with such number the Registrable Securities to be included in such offering shall be allocated (i) firstamong all of the Requesting Holders, in proportion, as nearly as practicable, to the Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Piggyback Registration Notice. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, OHSUSA:766890518.5 the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (iii) Third, the Parent shall be entitled to include in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the Registration Statement that number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Parent Securities that are participating in the Underwritten OfferingParent proposes to offer and sell for the account of any other Person, to the full extent of any remaining portion of the Underwriter’s Maximum Number.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and, except as provided in clauses (i) and (ii), any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise advises the Partnership that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership, Partnership and (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (ai) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (bii) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Execution Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Execution Date by all the Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Execution Date by all holders of Parity Securities that are participating in the Underwritten Offering.