Common use of Cutbacks Clause in Contracts

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. (i) In the case of a registered offering upon the demand of one or more LGP Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on the one hand, and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Majority Interest.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders in writing that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only then the number of Shares that the underwriters advise can to be sold included in such offeringunderwritten offering shall be reduced in the following order of priority. (i) In the case of a registered offering upon the demand of one or more LGP Carlyle Stockholders, the selling Carlyle Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders shareholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders shareholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Carlyle Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Carlyle Stockholders as a group, on the one hand, group will have first priority and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other shareholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering Except as contemplated by the immediately preceding sentence, other stockholders shareholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Carlyle Majority Interest.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Securityholders that, in their opinion, the number of Shares Registrable Securities requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Shares Registrable Securities that the underwriters advise can be sold in such offering. . If the Company is selling Registrable Securities for its own account in such offering (for clarity, excluding Registrable Securities to be sold by the Company for its own account to the extent the proceeds from such sale will be used to purchase LLC Units from Securityholders) and the offering is not being made on account of a demand made by any of the Investment Entities or Blackstone pursuant to Section 2.1 hereof, then the Registrable Securities that are included in such offering shall be allocated (i) In first, to the case Company, (ii) second, among the selling Securityholders, pro rata based on the number of Registrable Securities initially requested by them to be included in such offering and (iii) third, among any other Persons having registration rights and participating in such offering. If the Company is selling Registrable Securities on account of a registered demand made by any of the Investment Entities or Blackstone pursuant to Section 2.1 hereof, then the Registrable Securities that are included in such offering upon shall be allocated (i) first, to the demand Demanding Holder, (ii) second, among the selling Securityholders, pro rata based on the number of one or more LGP StockholdersRegistrable Securities initially requested by them to be included in such offering, (iii) third, to the Company and (iv) fourth, among any other Persons having registration rights and participating in such offering. To the extent of any remaining capacity, and in all other cases, the selling Stockholders Securityholders (including those Stockholders exercising piggyback and any other Persons having registration rights pursuant to Section 3.1(b)pari passu with the Securityholders and participating in such offering) collectively will have first priority and the Company will be subject to cutback pro rata based on the number of Shares Registrable Securities initially requested by them to be included in such offering. To the extent of any remaining capacity, all without distinguishing between Securityholders (or other stockholders having similar Persons exercising pari passu registration rights will have second priority and will be subject to cutback pro rata rights) based on who made the number of Shares initially requested by them to be included in demand for such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offeringor otherwise. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on the one hand, and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Majority Interest.

Cutbacks. If Notwithstanding the managing underwriters advise foregoing, to the Company and extent that Sigma or ▇▇▇▇▇▇▇ (or its respective assignee, if such assignee is an affiliate), as applicable, is entitled to shares of Additional Common Stock pursuant to the selling Stockholders thatexercise of Rights or a Put Option, participation in the Second Lien Term Loan Offering, in their opinionconnection with the payment of Put Option Premium or in connection with the payment of the Minimum Cash Consideration Commitment, such shares of Common Stock issuable pursuant to the exercise of Rights or a Put Option, participation in the Second Lien Term Loan Offering or payment of the Minimum Cash Consideration Commitment shall not be issued to Sigma or ▇▇▇▇▇▇▇ (or its respective assignee, if such assignee is an affiliate), as applicable, to the extent (but only to the extent) such issuance would result in the total beneficial ownership by Sigma or ▇▇▇▇▇▇▇ (as applicable), together with its respective affiliates, being equal to or in excess of the Applicable Percentage (as defined below) of the total outstanding shares of Common Stock. In such event, the number Firm Commitment Amount of Shares requested Sigma or ▇▇▇▇▇▇▇ (or its respective assignee, if such assignee is an affiliate) (as applicable) shall be reduced so that such exercise of Rights or a Put Option, participation in the Second Lien Term Loan Offering or payment of the Minimum Cash Consideration Commitment, after taking into account the shares of Additional Common Stock received or to be included received in an underwritten offering exceeds connection with the amount that can be sold in such offering without adversely affecting the distribution payment of the Shares being offeredrelevant Put Option Premium, such offering will include only would not result in the number beneficial ownership of Shares that Sigma or ▇▇▇▇▇▇▇, as applicable, together with its respective affiliates, equaling or exceeding the underwriters advise can be sold in such offering. (i) In Applicable Percentage. The application of the case of a registered offering upon the demand of one or more LGP Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be foregoing provisions is subject to cutback pro rata based on the number application of Shares initially requested by them the reductions set forth below under “NOL Limitations” first being taken into account to be included in such offeringthe extent applicable. To the extent Sigma’s Minimum Cash Consideration Commitment is greater than zero and any reduction is required in the case of Sigma pursuant to the provisions set forth in “Cutbacks,” it shall be applied first toward any remaining capacity, all other stockholders having similar registration rights will have second priority shares of Additional Common Stock that Sigma would otherwise be acquiring using Second Lien Term Loans and will then toward any shares of Additional Common Stock that Sigma would otherwise be subject required to cutback pro rata based on acquire for cash pursuant to the number of Shares initially requested by them to be included in such offeringMinimum Cash Consideration Commitment. To the extent the issuance of any remaining capacity, shares of Additional Common Stock to Sigma or ▇▇▇▇▇▇▇ is reduced below their respective Firm Commitment Amounts pursuant to the Company will have third priorityprovisions set forth above under “Cutbacks,” the Firm Commitment Amount of ▇. Except as contemplated by ▇. ▇▇▇▇ shall be increased to the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority same extent. For purposes of the Shares being sold in provisions under “Cutbacks,” the term “beneficial ownership” shall be deemed to have the meaning accorded to such offering. (ii) In the case of a registered offering upon the initiative term pursuant to Section 13 of the CompanyUnited States Securities Exchange Act of 1934, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on the one handamended, and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Majority Interestrules and regulations promulgated thereunder.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Securityholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, the price that will be paid in such offering or the marketability thereof, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. (i) In . If the case offering is being made on account of a registered offering upon demand made by the demand of one Refinitiv Holders or more LGP Stockholdersthe Bank Holders, as applicable, pursuant to Section 2.1 hereof or Section 2.5 hereof, the selling Stockholders Securityholders, any Employees (including those Stockholders exercising piggyback and any other Persons having registration rights pursuant to Section 3.1(b)pari passu with the Securityholders and participating in such offering) collectively will have first priority and the Company, as applicable, will be subject to cutback pro rata based on the number of Shares Registrable Securities and other Shares, as applicable, initially requested by them to be included in such offering, without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) who made the demand for such offering or otherwise. To If the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Company is selling Shares initially requested by them to be included for its own account in such offering. To offering and the extent offering is not being made on account of any remaining capacity, the Company will have third priority. Except as contemplated a demand made by the immediately preceding three sentencesRefinitiv Holders or the Bank Holders, other selling stockholders (other than transferees as applicable, pursuant to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the CompanySection 2.1 hereof or Section 2.5 hereof, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on the one hand, Securityholders (and all any other stockholders Persons having similar registration rights as a group, on pari passu with the other hand, Securityholders and participating in such offering) will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rataRegistrable Securities and other Shares, based on the number of Shares as applicable, initially requested by them to be included in such offering. Except as contemplated by , without distinguishing between Securityholders (or other Persons exercising pari passu registration rights) who made the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten demand for such offering only with the consent of a LGP Majority Interestor otherwise.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. (i) In the case of a registered offering upon the demand of one or more LGP ZFSG Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, group will have second priority and will be subject to cutback pro rata based on the one handnumber of Shares initially requested by such selling Stockholders to be included in such offering. To the extent of any remaining capacity, and all other stockholders having similar registration rights as a group, on the other hand, group will have third priority and will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Majority Interest.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. (i) In the case of a registered offering upon the demand of one or more LGP Carlyle Stockholders, the selling Stockholders (including those Carlyle Stockholders exercising piggyback rights pursuant to Section 3.1(b4.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the Initial Capital Interest of each such selling Stockholder (up to the number of Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Carlyle Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Carlyle Stockholders as a group, on the one hand, and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Carlyle Stockholders will be subject to cutback pro rata, based on the Initial Capital Interest of each such selling Carlyle Stockholder (up to the number of Shares initially requested by them to be included in such offering). Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Carlyle Majority Interest.

Cutbacks. If (a) In connection with any Demand Registration contemplating an Underwritten Offering, if the managing underwriters advise of such offering shall give notice to the Company and (it being understood that the selling Stockholders Company shall as soon as reasonably practicable provide any such notice to all Holders who have requested to include Registrable Securities in such offering) that, in their opinion, the number of Shares Registrable Securities requested to be included in an underwritten such offering exceeds and the amount that number of any equity securities which the Company and any Third-Party Security Holders propose to include in such offering for sale for their respective accounts exceed the number of Registrable Securities and such other equity securities which can be offered or sold in such offering without adversely affecting being reasonably likely to have a material adverse effect on the offering price, timing or distribution of the Shares being offeredRegistrable Securities or the market for the Common Stock (an “Adverse Offering Effect”), there shall be included in such offering will include only the number of Shares that Registrable Securities and any such other equity securities that, in the underwriters advise opinion of such managing underwriters, can be sold included without being reasonably likely to have an Adverse Offering Effect. In such event, the Registrable Securities and any such other equity securities shall be included in the offering pursuant to such offering.Demand Registration in the following priority: (i) In first, all of the case Demand Registrable Securities which can be so included without being reasonably likely to have an Adverse Offering Effect; and (ii) second, if all of a registered the Demand Registrable Securities may be so included in such offering, such number of equity securities proposed to be sold by the Company and Third-Party Security Holders in such offering upon which can be included therein without being reasonably likely to have an Adverse Offering Effect (with any reduction in such number being allocated among the demand Company and such Third-Party Security Holders in accordance with their separate agreements). (b) If not all of one or more LGP Stockholdersthe Demand Registrable Securities may be included in such offering without being reasonably likely to have an Adverse Offering Effect, any reduction in such number shall be allocated among the selling Stockholders (including those Stockholders exercising piggyback rights Initiating Demand Holders and all other Holders electing to participate in such offering pursuant to Section 3.1(b)3(a) collectively will have first priority and will be subject to cutback or Section 3(b) pro rata based on the relative number of Shares initially Demand Registrable Securities beneficially owned by each such Holder as of the date on which the Demand Notice related thereto was received by the Company. (c) Each Holder wishing to include Registrable Securities pursuant to Section 4(a) in any offering covered by a Registration Statement filed by the Company relating to a public offering of Common Stock or other equity securities for its own account or for the account of any security holder (other than any Holder) shall have the right to include such Registrable Securities in any such offering only to the extent that the inclusion of such Registrable Securities shall not reduce the number of shares of Common Stock or other equity securities to be offered and sold therein for the account of the Company or any such other security holder. In connection with the inclusion of Registrable Securities pursuant to Section 4(a) in any such offering, if the managing underwriters of an Underwritten Offering deliver a notice to the Company (it being understood that the Company shall as soon as reasonably practicable provide any such notice to all Holders who have requested by them to include Registrable Securities in such offering), that, in their opinion, the number of securities the Company proposes to sell for its own account or for the account of any such other security holder and the number of such Registrable Securities exceeds the number of securities which can be offered or sold in such offering without being reasonably likely to have an Adverse Offering Effect with respect to the securities to be offered for the account of the Company or such other security holder, there shall be included in such offering only the number of Registrable Securities that, in the opinion of such managing underwriters, can be included without being reasonably likely to have an Adverse Offering Effect. If not all of the Registrable Securities requested to be included in such offering. To offering may be so included without being reasonably likely to have an Adverse Offering Effect, the extent reduction in the aggregate number of any remaining capacity, all other stockholders having similar registration rights will Registrable Securities that shall be included in such offering shall be allocated among the Holders who have second priority and will requested Registrable Securities to be subject to cutback so included pro rata based on the relative number of Shares initially requested Registrable Securities beneficially owned by them to be included in each such offering. To Holder as of the extent of any remaining capacity, date on which the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned provides notice of its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case proposed filing of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on the one hand, and all other stockholders having similar registration rights as a group, on the other hand, will be subject Registration Statement pursuant to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Majority InterestSection 4(a).

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. (i) In the case of a registered offering upon the demand of one or more LGP Carlyle Stockholders, the selling Stockholders (including those Carlyle Stockholders exercising piggyback rights pursuant to Section 3.1(b4.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the Initial Capital Interest of each such selling Stockholder (up to the number of Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, all other stockholders shareholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders shareholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Carlyle Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Carlyle Stockholders as a group, on the one hand, and all other stockholders shareholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Carlyle Stockholders will be subject to cutback pro rata, based on the Initial Capital Interest of each such selling Carlyle Stockholder (up to the number of Shares initially requested by them to be included in such offering). Except as contemplated by the immediately second preceding sentence, other stockholders shareholders (other than transferees to whom a Carlyle Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Carlyle Majority Interest.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Shareholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. (i) In the case of a registered offering upon the demand of one or more LGP StockholdersCarlyle Shareholders, the selling Stockholders Shareholders (including those Stockholders Carlyle Shareholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the Initial Capital Interest of each such selling Shareholder (up to the number of Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, all other stockholders shareholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three two sentences, other selling stockholders shareholders (other than transferees to whom a Stockholder Carlyle Shareholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders Carlyle Shareholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders Carlyle Shareholders as a group, on the one hand, and all other stockholders shareholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders Carlyle Shareholders will be subject to cutback pro rata, based on the Initial Capital Interest of each such selling Carlyle Shareholder (up to the number of Shares initially requested by them to be included in such offering). Except as contemplated by the immediately preceding sentence, other stockholders shareholders (other than transferees to whom a Stockholder Carlyle Shareholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Carlyle Majority Interest.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Registrable Shares requested to be included in an underwritten offering (including any underwritten shelf takedown) exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Shares being offered, such offering will include only the number of Registrable Shares that the underwriters advise can be sold in such offering. (ia) In the case of a registered offering (including any underwritten shelf takedown) upon the demand request of one Stockholders pursuant to Section 2.1 or more LGP StockholdersSection 2.2, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the respective number of Registrable Shares then held by each such selling Stockholder (up to the number of Registrable Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, the Company will have second priority. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second third priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent shares of any remaining capacity, the Company will have third prioritygiving rise to such registration rights then held by each such stockholder. Except as contemplated by the immediately preceding three two sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on the one hand, and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders representing a LGP Majority Interestmajority of the Registrable Shares then held by all Stockholders. (b) In the case of a registered offering (including any underwritten shelf takedown) upon the initiative of the Company or any third party or parties (other than the Stockholders), the Company or such third parties, as applicable, will have first priority. To the extent of any remaining capacity, the Company or security holders having registration rights existing prior to the Effective Time, as applicable, will have second priority and will, with respect to any such security holders, be subject to cutback pro rata based on the number of shares giving rise to such registration rights then held by each such security holder in accordance with the applicable registration rights agreements. To the extent of any remaining capacity, the selling Stockholders and any other holders of securities of the Company having registration rights that are neither expressly senior nor subordinated to the Registrable Shares shall have third priority and will be subject to cutback pro rata based on the number of Registrable Shares then held by such selling Stockholders and shares giving rise to such registration rights then held by such other selling security holders, respectively (up to the number of shares initially requested by them to be included in such offering). To the extent of any remaining capacity, and only if all shares referred to in the preceding sentence have been included in such registration, any other securities eligible for inclusion in such registration may be included.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. (i) In the case of a registered offering upon the demand of one or more LGP JCF Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, group will have second priority and will be subject to cutback pro rata based on the one handnumber of Shares initially requested by such selling Stockholders to be included in such offering. To the extent of any remaining capacity, and all other stockholders having similar registration rights as a group, on the other hand, group will have third priority and will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP the JCF Majority Interest.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. (i) In the case of an Underwritten Offering pursuant to a registered offering upon Demand Registration under Section 3(a) and Section 3(d)(i), if the demand managing underwriter advises the Demand Party in writing that the inclusion of one or more LGP Stockholdersall Registrable Securities proposed to be included in such registration would interfere with the successful marketing (including pricing) of such Underwritten Offering, then the number of Registrable Securities to be included in such registration shall be allocated among the selling Stockholders in the following order of priority: (including those 1) first, to the Registrable Securities to be offered in Escrowed Share Sales; (2) second, to the Registrable Securities to be offered in Indemnity Transfers (other than in Escrowed Share Sales); and (3) third, to the Registrable Securities to be offered by the Stockholders exercising piggyback rights pursuant to Section 3.1(b(other than Indemnity Transfers)) collectively will have first priority and will be subject to cutback , pro rata based on the total number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated Registrable Securities held by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering.Stockholders; (ii) In the case of an Underwritten Offering pursuant to a registered offering upon Primary Registration under Section 3(d)(ii), if the initiative managing underwriter advises the Company in writing that the inclusion of the Class A Common Stock or other Equity Securities proposed to be included by the Company, together with (A) the Registrable Securities proposed to be included by the Stockholders and (B) the Class A Common Stock or other Equity Securities proposed to be included by any Third Party Piggyback Holders, would interfere with the successful marketing (including pricing) of such Underwritten Offering, then the securities to be included in such Underwritten Offering shall be allocated among the Company, the Company will have first Stockholders and any Third Party Piggyback Holders in the following order of priority. To : (1) first, to the extent of any remaining capacityRegistrable Securities to be offered by the Stockholders, the selling Stockholders as a group, on the one hand, and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the total number of Shares initially requested Registrable Securities held by the Stockholders; (2) second, to the Class A Common Stock or other Equity Securities to be offered by the Company; and (3) third, to the Class A Common Stock or other Equity Securities to be offered by any Third Party Piggyback Holders. (iii) In the case of an Underwritten Offering pursuant to a Third Party Registration under Section 3(d)(ii), if the managing underwriter advises the Third Party Demand Holder in writing that the inclusion of the Class A Common Stock or other Equity Securities proposed to be included by the Third Party Demand Holder, together with (A) the Registrable Securities proposed to be included by the Stockholders, (B) the Class A Common Stock or other Equity Securities proposed to be included by the Company and (C) the Class A Common Stock or other Equity Securities proposed to be included by Third Party Piggyback Holders, would interfere with the successful marketing (including pricing) of such group Underwritten Offering, then the securities to be included in such offering. The selling Stockholders will Underwritten Offering shall be subject allocated among the Third Party Demand Holders, the Stockholders, the Company and the Third Party Piggyback Holders in the following order of priority: (1) first, to cutback the Class A Common Stock or other Equity Securities to be offered by the Third Party Demand Holders; (2) second, to the Registrable Securities to be offered by the Stockholders, pro rata, rata based on the total number of Shares initially requested Registrable Securities held by them the Stockholders; (3) third, to the Class A Common Stock or other Equity Securities to be included in such offering. Except as contemplated offered by the immediately preceding sentenceThird Party Piggyback Holders, pro rata based on the total Equity Securities of the Company held by them; and (4) fourth, to the Class A Common Stock or other stockholders (other than transferees Equity Securities to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with offered by the consent of a LGP Majority InterestCompany.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders Holders that, in their opinion, the number of Registrable Shares requested to be included in an underwritten offering (including any underwritten shelf takedown) exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Common Shares being offered, such offering will include include, subject to the other provisions of this Section 3.4, only the number of Registrable Shares that the managing underwriters advise can be sold in such offering. In the case that more than one Holder is participating in such an offering, any cutback shall be applied to the participating Holders on a pro rata basis in relation to the number of Registrable Shares they are registering in the respective offering. (ia) In the case of a registered offering upon the demand of one or more LGP Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights Holders' request pursuant to Section 3.1(b)) collectively 2.1, the Holders will have first priority. To the extent of any remaining capacity, the Company will have second priority. To the extent of any remaining capacity, all other shareholders of the Company having similar registration rights will have third priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent common shares of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated then held by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in each such offeringshareholder. (iib) In the case of a registered offering (including any underwritten shelf takedown) upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on Holders and any other holders of securities of the one hand, and all other stockholders Company having similar registration rights as a group, on that are neither expressly senior nor subordinated to the other hand, Registrable Shares shall have second priority and will be subject to cutback pro rata based on the number of Common Shares initially requested then held by the Holders and such group other selling security holders, respectively (up to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Common Shares initially requested by them to be included in such offering). Except as contemplated by To the immediately extent of any remaining capacity, and only if all Common Shares referred to in the preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be sentence have been included in an underwritten offering only with the consent of a LGP Majority Interestsuch registration, any other securities eligible for inclusion in such registration may be included.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. (i) In the case of a registered offering upon the demand of one or more LGP ▇▇▇▇▇▇▇ Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on the one hand, and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP ▇▇▇▇▇▇▇ Majority Interest.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their good faith opinion, the number of Registrable Shares requested to be included in an underwritten offering (including any underwritten shelf takedown) exceeds the amount that can be sold in such offering without adversely affecting the distribution offering price of the Shares shares being offered, such offering will include only the number of Registrable Shares that the managing underwriters advise can be sold in such offering. (ia) In the case of a registered an underwritten offering (including any underwritten shelf takedown) upon the demand request of one Stockholders pursuant to Section 2.1 or more LGP StockholdersSection 2.2, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the respective number of Registrable Shares requested by each such selling Stockholder to be included in such offering (up to the number of Registrable Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, all the Company will have second priority. To the extent of any remaining capacity, any other stockholders having similar registration rights will shall have second third priority and will be subject to cutback pro rata based on the number of Shares initially requested shares of Common Stock then held by them to be included in each such offeringstockholder. To the extent of any remaining capacity, and only if all Common Stock referred to in the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder sentence has assigned its rights under this Agreement) will be been included in an underwritten offering only with the consent such registration, any other shares of Stockholders holding a majority of the Shares being sold Common Stock eligible for inclusion in such offeringoffering may be included. (iib) In the case of a registered underwritten offering (including any underwritten shelf takedown) upon the initiative of the CompanyCompany or any third party or parties (other than the Stockholders or the ▇▇▇▇▇▇▇ Stockholders), the Company or such third parties, as applicable, will have first priority. To the extent of any remaining capacity, the selling Stockholders as a groupshall have second priority. To the extent of any remaining capacity, on the one hand, Company shall have third priority and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Registrable Shares initially requested then held by such group to be included in such offering. The selling Stockholders will be subject (up to cutback pro rata, based on the number of Registrable Shares initially requested by them to be included in such offering). Except as contemplated by To the immediately preceding sentenceextent of any remaining capacity, any other stockholders having registration rights shall have fourth priority and will be subject to cutback pro rata based on the number of shares of Common Stock then held by each such stockholder. To the extent of any remaining capacity, and only if all Common Stock referred to in the preceding sentence has been included in such registration, any other shares of Common Stock eligible for inclusion in such offering may be included. (other than transferees c) In the case of a underwritten offering (including any underwritten shelf takedown) upon the initiative of the ▇▇▇▇▇▇▇ Stockholders, the ▇▇▇▇▇▇▇ Stockholders and the Stockholders shall have first priority and will be subject to whom a Stockholder has assigned its rights under this Agreement) will cutback pro rata based on the number of shares of Common Stock then held by each such security holder (up to the number of shares of Common Stock initially requested by them to be included in an underwritten such offering). To the extent of any remaining capacity, the Company will have second priority. To the extent of any remaining capacity, any other stockholders having registration rights shall have third priority and will be subject to cutback pro rata based on the number of shares of Common Stock then held by each such stockholder. To the extent of any remaining capacity, and only if all Common Stock referred to in the preceding sentence has been included in such registration, any other securities eligible for inclusion in such offering only with the consent of a LGP Majority Interestmay be included.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares being offered, such offering will include only the number of Shares that the underwriters advise can be sold in such offering. (i) In the case of a registered offering upon the demand of one or more LGP JCF Stockholders, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)) collectively will have first priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, all other stockholders having similar registration rights will have second priority and will be subject to cutback pro rata based on the number of Shares initially requested by them to be included in such offering. To the extent of any remaining capacity, the Company will have third priority. Except as contemplated by the immediately preceding three sentences, other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, group will have second priority and will be subject to cutback pro rata based on the one handnumber of Shares initially requested by such selling Stockholders to be included in such offering. To the extent of any remaining capacity, and all other stockholders having similar registration rights as a group, on the other hand, group will have third priority and will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Majority Interest.

Cutbacks. If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Shares shares requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Shares shares being offered, such offering will include only the number of Shares shares that the underwriters advise can be sold in such offering. (i) In . If the case underwritten offering is one that was requested by First Reserve and First Reserve designates such offering as a priority offering, then First Reserve will have first priority in such offering; provided that First Reserve may not designate more than two such offerings as priority offerings. To the extent of any remaining capacity in a registered offering upon the demand of one or more LGP Stockholderspriority offering, the selling Stockholders (including those Stockholders exercising piggyback rights pursuant to Section 3.1(b)other than First Reserve) collectively will have first priority over shares that the Company desires to sell for its own account and will be subject to cutback pro rata based on the number of Shares shares initially requested by them the selling Stockholders to be included in such offering. To If the extent of any remaining capacityunderwritten offerings is not a priority offering but is requested by First Reserve or the Non-Sponsor Majority Holders, all other stockholders having similar registration rights the selling Stockholders will have second priority over shares that the Company desires to sell for its own account and will be subject to cutback pro rata based on the number of Shares shares initially requested by them the selling Stockholders to be included in such offering, without distinguishing between Stockholders based on who made the demand for such offering. To If the underwritten offering is one initiated by the Company and was not requested by First Reserve or the Non-Sponsor Majority Holders, then the Company will have first priority in such offering; to the extent of any remaining capacity, the Company selling Stockholders will have third prioritybe subject to cutback pro rata based on the number of shares initially requested by the selling Stockholders to be included in such offering. Except as contemplated by the immediately preceding three sentencesSection 6.1(b), shares held by other selling stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) holders who are not Stockholders will be included in an underwritten offering only with the consent of Stockholders holding a majority of the Shares shares being sold in such offering. (ii) In the case of a registered offering upon the initiative of the Company, the Company will have first priority. To the extent of any remaining capacity, the selling Stockholders as a group, on the one hand, and all other stockholders having similar registration rights as a group, on the other hand, will be subject to cutback pro rata based on the number of Shares initially requested by such group to be included in such offering. The selling Stockholders will be subject to cutback pro rata, based on the number of Shares initially requested by them to be included in such offering. Except as contemplated by the immediately preceding sentence, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of a LGP Majority Interest.