Common use of Requests for Registration Clause in Contracts

Requests for Registration. Subject to the terms and conditions of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant shall give written notice of such requested registration to each Unitholder, subject to the terms of Section 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant has received written requests for inclusion therein within fifteen (15) days after the receipt of the notice by such requesting holder.

Requests for Registration. Subject to the terms and conditions of this Section 2: Agreement, each Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (i“Long-Form Registrations”), and each Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of ” The Holder making a majority of Demand Registration may request that the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including be made pursuant to Rule 415 under the Securities Act, referred to as Act (a “Short-Form RegistrationsShelf Registration”) of all or and, if the Company is a WKSI at the time any portion of the Registrable Securities held by Holdings or such Person(s). (iii) Each request for a Demand Registration shall be made is submitted to the applicable Registrant and shall specify Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the approximate number Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(c) applies, promptly upon receipt of the Registrable Securities requested to be registereda request for a Demand Registration (but in no event more than five Business Days thereafter), the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration the Demand Registration to all other Holders. Notwithstanding the foregoing, other than delivery to each Unitholder, subject to Holder of the terms of written notice in accordance with this Section 2(d2(a), the Company shall include not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in such registration (and the underwriting agreement entered into in all related registrations and qualifications under state blue sky laws or in compliance connection with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant has received written requests for inclusion therein within fifteen (15) days after the receipt of the notice by such requesting holderunderwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Section 2: Agreement, at any time 180 days after the Company has completed a public offering of its Common Stock under the Securities Act (ian “IPO”), the holders of Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), and the holders of Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short- form registration (“Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a1(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ” Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Investor Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Investor Registrable Securities and, subject to the terms of Section 2(d)1(d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Investor Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. (i) Subject to the terms and conditions of this Section 2: , at any time after the date of this Agreement, the Xxxx Majority Holders may request registration under the Securities Act of all or a portion of their Registrable Securities on Form S-1 or any similar long-form registration (i“Long-Form Registrations”) or on Form S-3 or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten seven (107) days after receipt the filing of any such requesta Demand Registration (“Original Filing”), the applicable Registrant shall Corporation will give written notice of such requested registration to each Unitholder, all other holders of Registrable Securities (including the Dow Investor) and will include (subject to the terms provisions of this Agreement, including Section 2(d), shall include ) below) in such registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Corporation has received written requests for inclusion therein within fifteen (15) days after the receipt of the notice by Corporation’s notice; provided, that if an Other Investor requests to be included in such requesting holderDemand Registration, then during the period from the Original Filing until the Registrable Securities of such Other Investor have been effectively included in such registration (and all such related registrations, qualifications, requirements and related underwriting), the Corporation and the Xxxx Investors shall not sell any of the Registrable Securities included in the Original Filing.

Requests for Registration. Subject to the terms and conditions of this Section 2: (i) All registrations requested pursuant At any time prior to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) the Company's Initial Public Offering, the holders of a majority of the Brentwood MDCP Co-Investor Registrable Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “a "Long-Form Registrations”Registration"). (ii) At any time after the Company's Initial Public Offering, the holders of a majority of the MDCP Co-Investor Registrable Securities may request three Long-Form Registrations and, if available, an unlimited number of registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or Form S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or "). Each such Person(s). (iii) Each request for registration under this Section 1(a) is referred to herein as a "Demand Registration Registration." All requests for Demand Registrations shall be made by giving written notice to the applicable Registrant and Company (the "Demand Notice"). Each Demand Notice shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such requestDemand Notice, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms provisions of Section 2(d)1(e) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 20 days after the receipt by such holders of the notice by such requesting holderCompany's notice.

Requests for Registration. Subject to the terms and conditions of this Section 2: Agreement, at any time and from time to time following the earlier of the date on which the Company completes an initial public offering of its Common Stock under the Securities Act (an “Initial Public Offering”) and the date five (5) years after the date hereof, the holders of a majority of the Investor Registrable Securities then outstanding may (i) request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) in accordance with Section 1B or (ii) if available, request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-3 (including a Shelf Registration (as defined below)) or any similar short-form registration (“Short-Form Registrations”) in accordance with Section 1C. All registrations requested pursuant to this Section 2(a) 1A by the holders of Registrable Securities are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ” Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Investor Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)1D, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or and in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen twenty (1520) days after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. Subject to the terms and conditions of this Section 2: Agreement, at any time beginning 180 days after the Company has completed its initial public offering (ian “IPO”) of Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), the holders of a majority of the Investor Registrable Securities (defined below) may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), and the Major Holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement (“Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a1(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) . Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Investor Registrable Securities (or, in the case of a Short-Form Registration, to all Major Holders) and, subject to the terms of Section 2(d1(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Investor Registrable Securities (or, in the case of Short-Form Registrations, all Registrable Securities held by Major Holders) with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. Subject to At any time after June 30, 2003, or such earlier time as the terms and conditions Company has completed a public offering of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) its equity securities registered under the Securities Act, the holders of at least a majority of then outstanding Underlying Common Stock (as defined in the Brentwood Securities Series A Purchase Agreement) issued or issuable upon conversion of the Series A Preferred or the holders of at least a majority of then outstanding Underlying Common Stock (as defined in the Series C Purchase Agreement) issued or issuable upon conversion of the Series C Preferred or ZAM (so long as ZAM and its Affiliates are collectively the holders of at least 25% of the Originally Acquired Shares (as defined in the Series C Purchase Agreement) (the "INITIATING HOLDERS") may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “Long"LONG-Form Registrations”FORM REGISTRATIONS") or or, if available, on Form S-2 or S-3 or any similar short-form registration ("SHORT-FORM REGISTRATIONS"). All registrations on such forms, including requested pursuant to Rule 415 under the Securities Act, this paragraph 1(a) are referred to herein as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s)"DEMAND REGISTRATIONS. (iii) " Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)paragraph 1(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany's notice.

Requests for Registration. Subject to the terms and conditions The Holders of this Section 2: more than thirty percent (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s30%) of a majority of the Brentwood Registrable Securities then outstanding (the “Requesting Holders”) may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration statement (registrations on such form referred to as “Long-Form RegistrationsRegistration”) or ), or, if available, on Form S-3 or any similar short-form registration statement (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form RegistrationsRegistration”); provided, that the Company shall not be required to effect a Long-Form Registration prior to the earlier of (i) three (3) years from the date of all or this Agreement and (ii) six (6) months subsequent to the Company’s first firm commitment underwritten public offering of its Common Stock under the Securities Act (an “IPO”); provided, further, that any portion such request shall cover the registration of the Registrable Securities held by Holdings or such Person(s)with an anticipated aggregate offering price of at least $10,000,000. Any registration requested pursuant to this paragraph (a) is referred to herein as a “Demand Registration. (iii) ” Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registeredregistered and the proposed underwriter. In the event that the Company receives a request for Demand Registration from the Requesting Holders, the anticipated per share price range for such offering and the intended method of distribution. Within Company shall: (i) within ten (10) days after receipt of any such request, the applicable Registrant shall give written notice of such requested registration to each Unitholder, all other Holders (if any) of Registrable Securities; (ii) as soon as practicable use its best efforts to file with the SEC a registration statement under the Securities Act; and (iii) subject to the terms of Section 2(d)paragraphs (d) and (e) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen twenty (1520) days after the receipt mailing or delivery of the Company’s notice by of such requesting holderrequested Demand Registration.

Requests for Registration. (i) Subject to the terms and conditions of this Section 2: , at any time after the date of this Agreement, the Bain Majority Holders may request registration under the Securities Act of all or a portion of their Registrable Securities on Form S-1 or any similar long-form registration (i“Long-Form Registrations”) or on Form S-3 or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten seven (107) days after receipt the filing of any such requesta Demand Registration (“Original Filing”), the applicable Registrant shall Corporation will give written notice of such requested registration to each Unitholder, all other holders of Registrable Securities (including the Dow Investor) and will include (subject to the terms provisions of this Agreement, including Section 2(d), shall include ) below) in such registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Corporation has received written requests for inclusion therein within fifteen (15) days after the receipt of the notice by Corporation’s notice; provided, that if an Other Investor requests to be included in such requesting holderDemand Registration, then during the period from the Original Filing until the Registrable Securities of such Other Investor have been effectively included in such registration (and all such related registrations, qualifications, requirements and related underwriting), the Corporation and the Bain Investors shall not sell any of the Registrable Securities included in the Original Filing.

Requests for Registration. Subject The Securityholders contemplate the organization of a corporation and reorganization or recapitalization of the LLC pursuant to SECTION 15.7 of the LLC Agreement. The corporate successor to the terms and conditions of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are LLC shall be referred to herein as “Demand Registrationsthe "COMPANY.” (ii) Holder(s) " At any time after the organization of the Company, the holders of a majority of the Brentwood Investor Registrable Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “Long"LONG-Form Registrations”) FORM REGISTRATIONS"), or on Form S-2 or S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT-FORM REGISTRATIONS"), referred if available. In addition, subject to as “SECTION 1(c), no earlier than 180 days after the Company has completed its initial public offering, the holders of a majority of the TCW/Crescent Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities in a Short-Form Registrations”Registration, if available. All registrations requested pursuant to this SECTION 1(a) of all or any portion of the Registrable Securities held by Holdings or such Person(s)are referred to herein as "DEMAND REGISTRATIONS. (iii) " Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share or per unit price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholder, subject to the terms all other holders of Section 2(d), Registrable Securities and shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany's notice.

Requests for Registration. The Security holders contemplate the organization of a corporation and reorganization or recapitalization of the Company pursuant to Section 9.10 of the LLC Agreement. Subject to the terms and conditions of this Section 2: 1, at any time and from time to time, the Majority Summit Investors may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-1 or any similar long-form registration statement (i“Long-Form Registrations”), and each of the Majority Summit Investors and the Majority KRG Investors may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 2(a1(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ” Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Investor Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)1(d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. Subject At any time after an IPO and subject to the terms and conditions of ------------------------- other limitations set forth in this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) 1, either the holders of a majority of the Brentwood LZ Registrable Securities or the holders of a majority of the HTI Registrable Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of 1933, as amended (the "Securities Act") of (x) all or any portion of their -------------- respective Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “"Long-Form Registrations”") or (y) all or any portion of their ----------------------- respective Registrable Securities on Form S-2 or S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("Short- ----- Form Registrations"), if available. All registrations requested pursuant to ------------------ this paragraph 1 (a) are referred to herein as “Short-Form "Demand Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) " Each -------------------- request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) 10 days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)paragraph 1(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany's notice.

Requests for Registration. Subject to At any time after the terms and conditions date hereof, the ------------------------- holder(s) of this Section 2: a majority of the Bain Funds Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (ia "Long-Form --------- Registration"), or on Form S-2 or S-3 or any similar short-form registration (a ------------ "Short-Form Registration") if such a short form is available. All registrations ----------------------- requested pursuant to this Section 2(a) are referred to herein as “"Demand ------ Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ". Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the ------------- approximate number of the Registrable Securities requested to be registered, the anticipated method or methods of distribution and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such request, the applicable Registrant shall Company will give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Securities) to each Unitholder, all other holders of Registrable Securities (a "Company Notice") -------------- and the Company will include (subject to the terms provisions of Section 2(d), shall include this Agreement) in such registration (and in registration, all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 20 days after the receipt delivery of the notice by such requesting holderCompany Notice.

Requests for Registration. Subject to the terms and conditions of this Section 2: paragraph 2(b) below, (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) the holders of a majority of the Brentwood THLI Registrable Securities may request, at any time and from time to time request time, registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act Act, of all or part of their THLI Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “"Long-Form Registrations”"), (ii) each holder of THLI Registrable Securities may request registration under the Securities Act of all or part of their THLI Registrable Securities on Form S-2 or S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s"). , if available, and (iii) the holders of a majority of the Series D Registrable Securities or the Series F Registrable Securities may request Short-Form Registrations, if available. Each request for a Demand Registration shall be made to the applicable Registrant and (as defined below) shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such request, the applicable Registrant shall Company will give written notice of such requested registration to each Unitholder, subject to the terms all other holders of Section 2(d), shall Registrable Securities and will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen twenty (1520) days after the receipt of the notice by such requesting holderCompany's notice. All registrations requested pursuant to this paragraph 2(a) are referred to herein as "Demand Registrations".

Requests for Registration. Subject to Section 3.1(b) and the other terms and conditions of this Section 2: (i) All registrations requested Article III, any 5% Stockholder shall have the right to, in each case, pursuant to this Section 2(a3.1(c) are referred or Section 3.1(d), request the Company to herein as “Demand Registrations.” (ii) Holder(s) effect the registration under and in accordance with the provisions of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under of the Securities Act, referred to as “Short-Form Registrations”) offering of all or any portion of the Registrable Securities held Beneficially Owned by Holdings or such Person(s). (iii) Each 5% Stockholder, by submitting a written request for a Demand Registration shall be made to of such registration and specifying the applicable Registrant and shall specify the approximate number amount of the Registrable Securities requested proposed to be registered, the anticipated per share price range for such offering registered and the intended method (or methods) and plan of distributiondisposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”). Within The Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within ten (10) days after Business Days from the date of receipt of any such request, the applicable Registrant shall give written notice of such requested registration Registration Demand) to each Unitholderof the other 5% Stockholders, each of whom shall be entitled to elect to include, subject to the terms of Section 2(d)and conditions set forth in this Article III, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect Beneficially Owned by it in the Registration Statement to which such Registrant has received a Demand Registration Notice relates, by submitting a written requests for inclusion therein request to the Company (a “Registration Request”) within fifteen (15) days after the receipt date of such Demand Registration Notice, specifying the number of Registrable Securities that such Initial Requesting Holder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Company shall prepare and use its reasonable best efforts to file with the SEC, within ninety (90) days after the date of the notice by such requesting holder.applicable Registration Demand, a Registration 8 WEIL:\97487965\11\40631.0007

Requests for Registration. Subject to the terms and conditions The holders of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of at least a majority of the Brentwood Registrable Securities then outstanding may at any time and from time request up to time request registration by Holdings, Parent or New Holdco, as applicable, three registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration as the Company may elect (registrations on such form referred to as “"Long-Form Registrations”) "), and the holders of at least 25% of the Registrable Securities then outstanding may request an unlimited number of registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration as the Company may elect (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form Registrations”) of all or any portion of "), if available; provided that the Registrable Securities held by Holdings or such Person(s). (iii) Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number aggregate offering value of the Registrable Securities requested to be registered in any registration under this Section 1(a) (any "Demand Registration") must equal at least $10 million in any Long-Form Registration and at least $2 million in any Short-Form Registration. All requests for Demand Registrations shall be made by giving written notice thereof to the Company (a "Demand Notice"). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) business days after receipt of any such requestDemand Notice, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)1(e) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 business days after the receipt delivery of the Company's notice by such requesting holderin accordance with Section 11(k) hereof.

Requests for Registration. Subject to the terms and conditions of this Section 2: (i) All registrations requested pursuant At any time prior to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) the Company's Initial Public Offering, the holders of a majority of the Brentwood MDCP Co-Investor Registrable Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “a "LONG-FORM REGISTRATION"). (ii) At any time after the Company's Initial Public Offering, the holders of a majority of the MDCP Co-Investor Registrable Securities may request three Long-Form Registrations”) Registrations and, if available, an unlimited number of registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or Form S-3 or any similar short-form registration (registrations on "SHORT-FORM REGISTRATIONS"). Each such forms, including pursuant to Rule 415 request for registration under the Securities Act, this SECTION 1(a) is referred to herein as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s)a "DEMAND REGISTRATION. (iii) Each request " All requests for a Demand Registration Registrations shall be made by giving written notice to the applicable Registrant and Company (the "DEMAND NOTICE"). Each Demand Notice shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such requestDemand Notice, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms provisions of Section 2(d)SECTION 1(e) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 20 days after the receipt by such holders of the notice by such requesting holderCompany's notice.

Requests for Registration. Subject to Section 2(b) below, at any ------------------------- time and from time to time, the terms holders of a majority of the CVC Registrable Securities may request registration, whether underwritten or otherwise, under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations") or on Form S-2 or ----------------------- S-3 or any similar short-form registration ("Short-Form Registrations") if ------------------------ available. In addition, subject to Section 2(g) below, the holders of a majority of the CVC Registrable Securities may request that the Company file with the SEC a registration statement under the Securities Act on any applicable form pursuant to Rule 415 under the Securities Act (a "415 Registration"). Each ---------------- request for a Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered and conditions the anticipated per share price range for such offering. Within ten days after receipt of any such request for a Long-Form Registration or Short-Form Registration, the Company will give written notice of such requested registration to all other holders of Registrable Securities and will include (subject to the provisions of this Section 2: (iAgreement) in such registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. All registrations requested pursuant to in this Section 2(a) are referred to herein as “"Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution". Within ten (10) days after receipt of any such request, the applicable Registrant shall give written notice of such requested registration to each Unitholder, subject to the terms of Section 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant has received written requests for inclusion therein within fifteen (15) days after the receipt of the notice by such requesting holder.--------------------

Requests for Registration. Subject to the terms and conditions of this Section 2: paragraph 1, at any time from and after the date hereof, the holders of at least a majority of the Avista Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (i“Long-Form Registrations”), and the holders of at least a majority of the Avista Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(aparagraph 1(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) . Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)paragraph 1(d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. Subject to the terms and conditions of this Section 2: Agreement, at any time after the first anniversary of the Effective Date or such earlier time as the Company has completed a Public Offering of any of its Securities, any of the Backstop Investors (or their Affiliates) who together hold at least 10% of the New Class A Common Stock on a fully-diluted basis may (i) request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or (ii) may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including pursuant to Rule 415) or any similar short- form registration (“Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) . Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering registered and the intended method of distribution. Within ten (10) days after receipt of any such request, or at any time after the applicable Registrant Company becomes subject to the reporting requirements of the Exchange Act, within ten days after the filing of the registration statement relating to the Demand Registration, the Company shall give written notice of such requested registration the Demand Registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. Subject At any time after the Registration Period Commencement Date, subject to the terms and conditions set forth herein, JLL Building Products (or, in the event that JLL Building Products has distributed its Registrable Securities to its members or the partners of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) its members, the holders of a majority of Registrable Securities then owned by all of such members and partners, which for purposes of this Article IV shall have all of the Brentwood Securities may at any time rights and from time obligations of JLL Builing Products) shall be entitled to time make a written request of the Company (a "Demand") for registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion part of the its Registrable Securities held by Holdings or such Person(s(a "Demand Registration"). . Such Demand shall specify: (iiii) Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate aggregate number of the Registrable Securities requested to be registered, the anticipated per share price range for ; provided that such offering Registrable Securities must have an aggregate Fair Market Value of at least $10,000,000; and (ii) the intended method of distributiondistribution in connection with such Demand Registration to the extent then known. Within ten (10) business days after of receipt of any such requesta Demand, the applicable Registrant Company shall give written notice of such requested registration Demand to each Unitholder, subject to the terms of Section 2(d), Other Stockholder and shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received a written requests request for inclusion therein within fifteen ten (1510) business days after of the receipt by such Stockholder of the Company's notice as required by such requesting holderSection 4.02 of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Section 2: Agreement, at any time and from time to time following the date hereof, the holders of (i) a majority of the WCP Registrable Securities then outstanding or (ii) a majority of the Xxxx Registrable Securities then outstanding may (a) request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) in accordance with Section 1B or (b) if available, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a Shelf Registration) or any similar short-form registration (“Short-Form Registrations”) in accordance with Section 1C and Section 1D. All registrations requested pursuant to this Section 2(a1 by the holders of Registrable Securities (including all Shelf Offerings) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ” Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering registered and the intended method of distribution. Within ten Unless a shorter period of time is provided herein, the Company shall promptly (10) and in any event within three business days after receipt of any such request), the applicable Registrant shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)1E, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or and in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) five business days after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. Subject to the terms and conditions of this Section 2: Agreement, at any time after the earlier of [***] or the [***] anniversary of the date on which the Company has completed a Qualified Public Offering, the holders of at least [***] of the Registrable Securities may request registration under the Securities Act of at least [***] of their aggregate Registrable Securities or such lesser number of shares resulting in aggregate offering proceeds of at least [***] on Form S-1 or any similar long-form registration (i“Long-Form Registrations”), and the holders of at least [***] of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (“Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ” Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days [***] after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) days [***] after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. Subject to At any time after the terms and conditions Company has completed a public offering of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) its Class A Common under the Securities Act, the holders of a majority of the Brentwood Investor Registrable Securities and the holders of a majority of the Warrant Registrable Securities may at any time and from time to time each request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “"Long-Form Registrations”) "), and the holders of a majority of the Investor Registrable Securities and the holders of a majority of the Warrant Registrable Securities may each request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form Registrations”") of all or any portion of the Registrable Securities held by Holdings or such Person(s)if available. All registrations requested pursuant to this paragraph 1(a) are referred to herein as "Demand Registrations. (iii) " Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and shall, subject to the terms of Section 2(d)paragraph 1(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany's notice.

Requests for Registration. Subject At any time after the Closing under ------------------------- the Recapitalization Agreement and the conversion of the Partnership from a limited partnership to a corporation, the terms and conditions of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) holders of a majority of the Brentwood Bain Registrable Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of 1933, as amended (the "Securities Act"), of (x) all or any portion of their -------------- Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “Long-"Long- ----- Form Registrations”"), and (y) all or any portion of their Registrable Securities ------------------ on Form S-2 or S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “) or any similar short-form registration ("Short-Form Registrations”"), if available. ------------------------ All registrations requested pursuant to this paragraph 1(a) of all or any portion of the Registrable Securities held by Holdings or such Person(s)are referred to herein as "Demand Registrations. (iii) " Each request for a Demand Registration shall be made to the applicable Registrant and shall -------------------- specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) 10 days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)paragraph 1(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany's notice.

Requests for Registration. Subject to At any time after the terms and conditions date hereof, unless at such time a registration statement is effective which meets the requirements set forth in paragraph 2M of this Section 2: the Purchase Agreement, the holder(s) of a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (ia "Long-Form Registration"), or on Form S-2 or S-3 or any similar short-form registration (a "Short-Form Registration") if such a short form is available. All registrations requested pursuant to this Section 2(a) are referred to herein as “"Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ". Each request for a Demand Registration shall be made to the applicable Registrant and ( a "Demand Request") shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated method or methods of distribution and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such requestDemand Request, the applicable Registrant shall Company will give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Securities) to each Unitholder, all other holders of Registrable Securities (a "Company Notice") and the Company will include (subject to the terms provisions of Section 2(d), shall include this Agreement) in such registration (and in registration, all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 20 days after the receipt delivery of the notice by such requesting holderCompany Notice.

Requests for Registration. Subject to the other terms and conditions of this Section 2: paragraph 1, at any time after the date that is 180 days after the Company has completed an Initial Public Offering (ias defined in paragraph 3(a)) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) the holders of a majority of the Brentwood Registrable Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “"Long-Form Registrations”) "), and the holders of a majority of the Registrable Securities may at any time request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form Registrations”") if available. In addition, subject to the other terms and conditions of all or this paragraph 1, at any portion time after the earlier of (X) 90 days after the date that a Short-Form Registration has been completed at the request of the holders of a majority of the Registrable Securities held by Holdings or such Person(s). and (iiiY) six months after the Company becomes eligible to use short form registrations, the holders of a majority of the PFDC Registrable Securities may request one Short-Form Registration, if available. All registrations requested pursuant to this paragraph 1(a) are referred to herein as "Demand Registrations". Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)paragraph (d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany's notice.

Requests for Registration. Subject to the terms and conditions of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) paragraph 1, the holders of a majority of the Brentwood Registrable Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “"Long-Form Registrations”) "), and the holders of a majority of the Registrable Securities may at any time request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form Registrations”") of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iiiif available. All registrations requested pursuant to this paragraph 1(a) are referred to herein as "Demand Registrations". Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)paragraph (d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany's notice.

Requests for Registration. Subject to As set forth in Section 1(b) and Section 1(c), holders of Registrable Securities may request registration under the terms and conditions Securities Act of this Section 2: 1933, as amended (the “Securities Act”), of (i) all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or (ii) all or any portion of their Registrable Securities on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 2(a1(a), Section 1(b) or Section 1(c) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ” Each request for a Demand Registration shall be made to the applicable Registrant and shall specify (i) the approximate number of the Registrable Securities requested to be registered, (ii) the anticipated per share price range for such offering and (iii) whether the intended method holders of distributionRegistrable Securities initiating the Demand Registration intend to distribute the Registrable Securities covered by their request by means of an underwriting. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)1(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. Subject to the terms and conditions of this Section 2: Agreement, at any time and from time to time after the Initial Public Offering, the holders of least 25% of the Registrable Securities then outstanding may (i) request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) in accordance with Section 5A(ii) or (ii) if available, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) in accordance with Section 5A(iii). All registrations requested pursuant to this Section 2(a5A(i) by the holders of Registrable Securities are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ” Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering registered and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and all holders of Other Registrable Securities and, subject to the terms of Section 2(d5A(iv), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or and in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities and Other Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen twenty (1520) days after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. Subject to the terms and conditions of this Section 2: (i) All registrations requested pursuant At any time prior to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) the Company's Initial Public Offering, the holders of a majority of the Brentwood Majority Investor Registrable Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “a "Long-Form Registrations”Registration"). (ii) At any time after the Company's Initial Public Offering, the holders of a majority of the Majority Investor Registrable Securities may request three Long-Form Registrations and, if available, an unlimited number of registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or Form S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or "). Each such Person(s). (iii) Each request for registration under this Section 1(a) is referred to herein as a "Demand Registration Registration." All requests for Demand Registrations shall be made by giving written notice to the applicable Registrant and Company (the "Demand Notice"). Each Demand Notice shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such requestDemand Notice, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms provisions of Section 2(d)1(e) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 20 days after the receipt by such holders of the notice by such requesting holderCompany's notice.

Requests for Registration. Subject to At any time on or after the terms and conditions first anniversary of the date of this Section 2: Agreement, (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) the holders of at least a majority of the Brentwood Perry Registrable Securities may and (ii) the holders of at any time and from time least a majority of the Other Investor Registrable Securities may, subject to time the limitations set forth in Section 1(b) below, each request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “"Long-Form Registrations”"), and (1) the holders of at least a majority of the Perry Registrable Securities and (2) the holders of at least a majority of the Other Investor Registrable Securities may each request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form Registrations”") of all or any portion of the Registrable Securities held by Holdings or such Person(s)if available. All registrations requested pursuant to this Section 1(a) are referred to herein as "Demand Registrations. (iii) " Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)1(d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such Company's notice. At the request of the holders of at least a majority of the Registrable Securities requesting holdera Demand Registration, the Company shall file with the Securities and Exchange Commission a registration statement pursuant to Rule 415 promulgated under the Securities Act (a "Shelf Registration Statement").

Requests for Registration. Subject After the earlier to the terms and conditions occur of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” 180 ------------------------- days after the consummation of the Rights Offering and (ii) Holder(s) of a majority the expiration of the Brentwood Securities Rights Exclusivity Period, any of (i) the Safeguard Holders, (ii) the SCP Holders, (iii) the TL Holders or (iv) the Xxxxx Holders may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “"Long-Form Registrations”") or on ----------------------- Form S-2 or S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form ---------- Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s")., if available. All registrations requested pursuant to this ------------- paragraph 2 (iiia) are referred to herein as "Demand Registrations." Each request -------------------- for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such requesta request for a Demand Registration, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall holders of Registrable Securities (collectively, "Holders") ------- and, subject to the terms of Section paragraph 2(d)) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 20 days after the receipt of the notice by such requesting holderCompany's notice.

Requests for Registration. Subject to the terms and conditions of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may 4, at any time and from time after the Shelf Filing Deadline when a Shelf Registration Statement is not effective pursuant to time Section 3 of this Agreement, any Holder may request (in each case, such requesting Holders, the “Initiating Holders”) registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of the Registrable Securities held by such Holder on Form S-1 or any similar long-form registration (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”), if available (a “Demand Registration Statement”). All registrations requested pursuant to this Section 4(a) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) are referred to in this Agreement as “Demand Registrations”. Each request for a Demand Registration shall be made to the applicable Registrant in writing and shall specify the approximate aggregate number of the Registrable Securities requested to be registeredregistered (which aggregate number of Registrable Securities must represent at least two percent of the then outstanding series of such Registrable Securities, the anticipated per share price range for such offering (if known) and the intended method of distributiondistribution (including whether or not such offering is to be underwritten). Within ten (10) 10 days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other Holders who hold Registrable Securities and, subject to the terms of Section 2(dSections 4(b), 4(c) and 4(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) ), on the same terms and conditions as any other Registrable Securities included therein, all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt delivery of the notice by such requesting holderCompany’s written notice.

Requests for Registration. Subject to the terms and conditions of this Section 2: Agreement, at any time and from time to time following the date hereof, the holders of (i) a majority of the WCP Registrable Securities then outstanding, (ii) a majority of the Xxxx Registrable Securities then outstanding or (iii) a majority of the Advent Registrable Securities then outstanding may (a) request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) in accordance with Section 1B or (b) if available, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a Shelf Registration) or any similar short-form registration (“Short-Form Registrations”) in accordance with Section 1C and Section 1D. All registrations requested pursuant to this Section 2(a1 by the holders of Registrable Securities (including all Shelf Offerings) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ” Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering registered and the intended method of distribution. Within ten Unless a shorter period of time is provided herein, the Company shall promptly (10) and in any event within three business days after receipt of any such request), the applicable Registrant shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)1E, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or and in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) five business days after the receipt of the notice by such requesting holderCompany’s notice.

Requests for Registration. Subject At any time after the date hereof and ------------------------- prior to June 15, 2006, the terms and conditions of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) holders of a majority of the Brentwood Liberty Registrable Securities may at any time and from time to time may, request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of 1933, as amended (the "Securities Act") of all or any portion of their Registrable -------------- Securities on Form S-1 X-0, X-0 or any similar long-form registration (registrations on such form referred to as “"Long-Form --------- Registrations”) "), and the holders of a majority of the Liberty Registrable ------------- Securities or the holders of a majority of Riverside Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form Registrations”"), if available. All registrations requested -------------------------- pursuant to this Section 1(a) of all or any portion of the Registrable Securities held by Holdings or such Person(s)are referred to herein as "Demand Registrations. (iii) " -------------------- Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms provisions of this Section 2(d)1, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany's notice.