Common use of DEMAND, SHELF AND TENDER REGISTRATIONS Clause in Contracts

DEMAND, SHELF AND TENDER REGISTRATIONS. 2.1. Subject to Section 2.7, from and after expiration of the applicable Lockup Period, if the holders of at least 25% of the Registrable Securities (the "Required Holders") shall make a written request to the Trust and the Corporation to effect any registration (a "Demand Registration") with respect to all or any portion of the Registrable Securities, then the Trust and the Corporation shall (i) promptly give written notice of the proposed registration to all other Holders of Registrable Securities and (ii) as soon as practicable cause there to be filed with the Commission a registration statement under the Securities Act and (subject to Section 2.10) the Trust and the Corporation shall include therein all or any portion of the Registrable Securities requested by the Required Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Trust and the Corporation within ten (10) Business Days after written notice from the Trust and the Corporation is given above; provided, however, that no request may be made pursuant to this Section 2.1 if within 90 days prior to the date of such request a Demand Registration statement pursuant to this Section 2.1 shall have been declared effective by the Commission. Any request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary of each of the Trust and the Corporation, and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 2.1. 2.2. Subject to Section 2.7, from and after the expiration of the applicable Lockup Period, if the Required Holders shall make a written request to the Trust and the Corporation to effect a registration on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration") with respect to all or any portion of the Registrable Securities, then the Trust and the Corporation shall (i) promptly give written notice of the proposed registration to all other Holders of Registrable Securities and (ii) as soon as practicable cause there to be filed with the Commission such Shelf Registration. The Trust and the Corporation shall include therein all or any portion of the Registrable Securities requested by the Required Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Trust and the Corporation within ten (10) Business Days after written notice from the Trust and the Corporation is given above; provided, however, that no request may be made pursuant to this Section 2.2 if within ninety (90) days prior to the date of such request a Shelf Registration statement pursuant to this Section 2.2 shall have been declared effective by the Commission. Any request made pursuant to this Section 2.2 shall be addressed to the attention of the Secretary of each of the Trust and the Corporation, and shall specify the number of Registrable Securities to be registered, the possible intended methods of disposition thereof and that the request is for a Shelf Registration pursuant to this Section 2.2. 2.3. If (i) there is a Paired Share Tender Reduction (as defined in Section 6 of the Exchange Rights Agreements) and (ii) the tendering Holder of Delayed Payment Units (as defined in Section 6 of the Exchange Rights Agreements) shall make a written request to the Trust and the Corporation, then the Trust and the Corporation shall cause there to be filed with the Commission a registration statement under the Securities Act (a "Tender Registration"), and the Trust and the Corporation shall register and sell pursuant thereto a number of Paired Shares (such Paired Shares being considered to be "Registrable Securities" for purposes of this Agreement) equal to the number of Unissued Paired Shares (as defined in Section 6 of the Exchange Rights Agreements) that such Holder(s) shall request in such written request. The Trust and the Corporation shall pay the net proceeds of such sale (after underwriting discounts and commissions) to the tendering holder of the Delayed Payment Units (as defined in Section 6 of the Exchange Rights Agreements) pursuant to the Exchange Rights Agreements. Any request made pursuant to this Section 2.3 shall be addressed to the attention of the Secretary of each of the Trust and the Corporation, and shall specify the number of Reduced Paired Shares to be registered, the intended methods of disposition thereof and that the request is for a Tender Registration pursuant to this Section 2.3. 2.4. In lieu of the registration rights set forth in Sections 2.1 and 2.2 above, the Trust and the Corporation shall, prior to the expiration of the Lockup Period, file a registration statement under Rule 415 under the Securities Act relating to the issuance to Holders of Paired Shares upon redemption or exchange of their Units (including the Paired Shares issued to PRISA upon the conversion of Units immediately following the closing of the transactions contemplated by the Unit Contribution Agreement, as set forth in and contemplated by the penultimate sentence of Section 8.02(j) of the Unit Contribution Agreement) (the "HEI/PRISA Registration Statement"). The Trust and the Corporation shall use reasonable efforts to cause the HEI/PRISA Registration Statement to be declared effective by the Commission for all Paired Shares covered thereby. The Corporation and the Trust agree to use their reasonable efforts to keep the HEI/PRISA Registration Statement Continuously Effective until the date on which all the Registrable Securities under the HEI/PRISA Registration Statement have been disposed of in a manner described in such registration statement. In the event that the Trust and the Corporation are unable to cause the HEI/PRISA Registration Statement to be declared effective by the Commission or are unable to keep such Registration Statement effective for such period, then the rights of the Holders set forth in Sections 2.1 and 2.2 above shall be restored. (i) The Trust and the Corporation shall be entitled to postpone for up to 90 days the filing of any registration statement otherwise required to be prepared and filed pursuant to this Section 2, if the Trust and the Corporation shall furnish to the Selling Holders a certificate signed by the Secretary of each of the Trust and the Corporation stating that the Board of Trustees of the Trust and the Board of Directors of the Corporation has in good faith determined that such registration and the Transfer of Registrable Securities contemplated thereby would interfere with, or require premature disclosure of, any material financing, acquisition, disposition, reorganization or other transaction involving the Realty Partnership, the Operating Partnership, the Trust or the Corporation or any of their respective subsidiaries and the Trust or the Corporation, as the case may be, promptly gives the Holders requesting such registration notice of such determination. If a disclosure of such transactions occurs prior to the end of the 90-day period, such postponement shall terminate on such earlier day. Such Holder or Holders hereby acknowledge that any notice given by the Trust or the Corporation pursuant to this Section 2.5(i) shall constitute material non-public information and that the United States securities laws prohibit any Person who has material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. (ii) The Trust and the Corporation shall not be obligated to file any Demand Registration statement or any Tender Registration statement pursuant to this Section 2 if, within twenty (20) days after their receipt of the written request of the requesting Holders, the Trust and the Corporation notify such Holders that, prior to their receipt of such request, they had a plan or intention promptly to register equity securities under the Securities Act. The Trust and the Corporation shall not be obligated to file any Demand Registration statement or any Tender Registration statement pursuant to the preceding sentence, only if the Trust and the Corporation are actively employing in good faith all reasonable efforts to cause such registration statements to become effective. Holders of Registrable Securities shall have rights to participate in any such registration on the terms provided in Section 3 hereof. (iii) Notwithstanding anything to the contrary contained in this Agreement, (x) with respect to Holders other than PRISA, such Holders shall have no right to cause the Trust and the Corporation to effect a registration pursuant to Section 2 or 3 prior to the first anniversary of the date of this Agreement without the consent of the Trust and the Corporation, and (y) with respect to PRISA, PRISA shall have no right to cause the Trust and the Corporation to effect a registration pursuant to Section 2 or 3 prior to the date 6 months after the date of this Agreement without the consent of the Trust and the Corporation (the applicable period being referred to herein as the "Lockup Period"). No Holder shall be entitled to participate in any Piggyback Registration pursuant to which securities registered thereunder are to be offered or sold prior to expiration of the Lockup Period. 2.6. Following receipt of a request for a Demand Registration, a Shelf Registration or a Tender Registration, the Trust and the Corporation shall: (i) File the registration statement with the Commission as promptly as practicable, and shall use their respective reasonable efforts to have the registration declared effective under the Securities Act as soon as reasonably practicable, in each instance giving due regard to the need to prepare current financial statements, conduct due diligence and complete other actions that are reasonably necessary to effect a registered public offering. (ii) Use their respective reasonable efforts to keep the relevant registration statement Continuously Effective (x) if a Demand Registration or a Tender Registration, for up to sixty (60) days or until such earlier date as of which all the Registrable Securities under the Demand Registration statement or Tender Registration statement shall have been disposed of in the manner described in the registration statement and (y) if a Shelf Registration, until such date as of which all the Registrable Securities under the Shelf Registration statement have been disposed of in a manner described in the registration statement. Notwithstanding the foregoing, if for any reason the effectiveness of a registration pursuant to this Section 2 is suspended or, in the case of a Demand Registration or a Tender Registration, postponed as permitted by Section 2.5(i), the relevant foregoing period shall be extended by the aggregate number of days of such suspension or postponement. 2.7. Notwithstanding anything in this Agreement to the contrary, (a) in no event will the Trust or the Corporation be obligated to effect more than a total of four Demand Registrations, (b) in no event will the Trust or the Corporation be obligated to effect any Demand Registration for less than the number of Paired Shares to be issued upon exchange of at least 10% of all Units issued pursuant to the Unit Contribution Agreement and Class A Contribution Agreement, (c) in no event will the Trust or the Corporation be obligated to effect any Shelf Registration unless the Holder(s) of Registrable Securities requesting registration propose to dispose of Paired Shares with a market value of at least $5,000,000 (based upon the closing trading price of the Paired Shares on the date of such request), (d) in no event will the Trust or the Corporation be obligated to effect a Demand Registration or a Tender Registration if the Registrable Securities proposed to be registered therein shall be covered by a Shelf Registration statement, (e) no registration shall be effected under this Agreement and no Transfer of Registrable Securities may be effected if as a result thereof the Trust would not satisfy the REIT Requirements in any respect or if such registration or Transfer would result in any Person Beneficially Owning Paired Shares in excess of the Ownership Limit and (f) the Trust and the Corporation will not be obligated to effect a Shelf Registration or Demand Registration if the effect of such a registration is that more than 50% of the Paired Shares issuable to PRISA pursuant to the Exchange Rights Agreements will have been sold in the first six-month period following the Lockup Period applicable to PRISA. For purposes of the preceding sentence, registration shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, or (ii) if after such registration statement has become effective, the related offer, sale or distribution of Registrable Securities thereunder is prohibited by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and such prohibition is not thereafter eliminated. If the Trust and the Corporation shall have complied with their respective obligations under this Agreement, a right to demand a registration pursuant to this Section 2 shall be deemed to have been satisfied (A) if a Demand Registration or a Tender Registration, upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been Continuously Effective for a period of 60 days, and (B) if a Shelf Registration, upon the effective date of such Shelf Registration, provided no stop order or similar order, or proceedings for such an order, is thereafter entered or initiated. 2.8. A registration pursuant to this Section 2 shall be on such appropriate registration form of the Commission as shall be selected by the Trust and the Corporation and shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the request pursuant to Sections 2.1, 2.2 or 2.3, respectively. 2.9. If any Demand Registration or Shelf Registration pursuant to Section 2 involves an underwritten offering (whether on a "firm commitment", "best efforts" or "all reasonable efforts" basis or otherwise), the Majority Selling Holders shall select the underwriter or underwriters and manager or managers to administer such underwritten offering; provided, however, that each Person so selected shall be acceptable to the Trust and the Corporation.

DEMAND, SHELF AND TENDER REGISTRATIONS. 2.1. Subject to Section 2.7, from and after expiration of the applicable Lockup Period, if the holders of at least 25% of the Registrable Securities (the "Required Holders") 2.1 If Starwood Mezzanine shall make a written request to the Trust and the Corporation to effect any registration (a "Demand Registration") with respect to all or any portion of the Registrable SecuritiesTrust, then the Trust and the Corporation shall (i) promptly give written notice of the proposed registration to all other Holders of Registrable Securities and (ii) as soon as practicable cause there to be filed with the Commission a registration statement under the Securities Act (a "Demand Registration") and (subject to Section 2.102.9) the Trust and the Corporation shall include therein all or any portion of the Registrable Securities requested by the Required Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining as Starwood shall request in such request as are specified in a written request received by the Trust and the Corporation within ten (10) Business Days after written notice from the Trust and the Corporation is given above; provided, however, that no request may be made pursuant to this Section 2.1 if within 90 days prior to the date of such request a Demand Registration statement pursuant to this Section 2.1 shall have been declared effective by the Commissionrequest. Any request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary of each of the Trust and the CorporationTrust, and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 2.1. 2.2. Subject to Section 2.7, from and after the expiration of the applicable Lockup Period, if the Required Holders 2.2 If Starwood Mezzanine shall make a written request to the Trust, then the Trust and shall cause there to be filed with the Corporation to effect Commission a registration statement in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration") with respect to all or any portion of the Registrable Securities), then and the Trust and the Corporation shall (i) promptly give written notice of the proposed registration to all other Holders of Registrable Securities and (ii) as soon as practicable cause there to be filed with the Commission such Shelf Registration. The Trust and the Corporation shall include therein all or any portion of the Registrable Securities requested by the Required Holders, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Trust and the Corporation within ten (10) Business Days after written notice from the Trust and the Corporation is given above; provided, however, that no request may be made pursuant to this Section 2.2 if within ninety (90) days prior to the date of such request a Shelf Registration statement pursuant to this Section 2.2 shall have been declared effective by the CommissionStarwood Mezzanine. Any request made pursuant to this Section 2.2 shall be addressed to the attention of the Secretary of each of the Trust and the CorporationTrust, and shall specify the number of Registrable Securities to be registered, the possible intended methods of disposition thereof and that the request is for a Shelf Registration pursuant to this Section 2.2. 2.3. If 2.3 Notwithstanding the foregoing, no request may be made pursuant to Section 2.1 or 2.2 (i) there is a Paired Share Tender Reduction if within ninety (as defined in Section 6 of the Exchange Rights Agreements90) and (ii) the tendering Holder of Delayed Payment Units (as defined in Section 6 of the Exchange Rights Agreements) shall make a written request days prior to the Trust and the Corporation, then the Trust and the Corporation shall cause there to be filed with the Commission date of such request a registration statement under the Securities Act (a "Tender Registration"), and the Trust and the Corporation shall register and sell pursuant thereto a number of Paired Shares (such Paired Shares being considered to be "Registrable Securities" for purposes of this Agreement) equal to the number of Unissued Paired Shares (as defined in Section 6 of the Exchange Rights Agreements) that such Holder(s) shall request in such written request. The Trust and the Corporation shall pay the net proceeds of such sale (after underwriting discounts and commissions) to the tendering holder of the Delayed Payment Units (as defined in Section 6 of the Exchange Rights Agreements) pursuant to the Exchange Rights Agreements. Any request made pursuant to this Section 2.3 2.1 or 2.2 shall be addressed to the attention of the Secretary of each of the Trust and the Corporation, and shall specify the number of Reduced Paired Shares to be registered, the intended methods of disposition thereof and that the request is for a Tender Registration pursuant to this Section 2.3. 2.4. In lieu of the registration rights set forth in Sections 2.1 and 2.2 above, the Trust and the Corporation shall, prior to the expiration of the Lockup Period, file a registration statement under Rule 415 under the Securities Act relating to the issuance to Holders of Paired Shares upon redemption or exchange of their Units (including the Paired Shares issued to PRISA upon the conversion of Units immediately following the closing of the transactions contemplated by the Unit Contribution Agreement, as set forth in and contemplated by the penultimate sentence of Section 8.02(j) of the Unit Contribution Agreement) (the "HEI/PRISA Registration Statement"). The Trust and the Corporation shall use reasonable efforts to cause the HEI/PRISA Registration Statement to be declared effective by the Commission for all Paired Shares covered thereby. The Corporation and the Trust agree to use their reasonable efforts to keep the HEI/PRISA Registration Statement Continuously Effective until the date on which all the Registrable Securities under the HEI/PRISA Registration Statement have been disposed of in a manner described in such registration statement. In the event that the Trust and the Corporation are unable to cause the HEI/PRISA Registration Statement to be declared effective by the Commission or are unable (ii) during the ninety (90) day period after Starwood Mezzanine has requested a registration pursuant to keep Section 2 hereof and such Registration Statement effective for such period, then the rights of the Holders set forth in Sections 2.1 and 2.2 above shall be restoredrequest has not been withdrawn. (i) The Trust and the Corporation shall be entitled to postpone or suspend for up to 90 ninety (90) days the filing filing, effectiveness, supplementing or amending of any registration statement otherwise required to be prepared and filed pursuant to this Section 2, if the Trust and the Corporation shall furnish to the Selling Holders a certificate signed by the Secretary of each of the Trust and the Corporation stating that the Board of Trustees of the Trust and the Board of Directors of the Corporation has in good faith determined determines that such registration and the Transfer of Registrable Securities contemplated thereby would interfere with, or require premature disclosure of, any material financing, acquisition, disposition, reorganization or other transaction involving the Realty Partnership, the Operating Partnership, the Trust or the Corporation or any of their respective subsidiaries (the "Transaction") and the Trust or the Corporation, as the case may be, promptly gives the Holders requesting such registration Starwood Mezzanine notice of such determination. If a disclosure of such transactions occurs prior to the end of the 90-day period, such postponement shall terminate on such earlier day. Such Holder or Holders Starwood Mezzanine hereby acknowledge acknowledges that any notice given by the Trust or the Corporation pursuant to this Section 2.5(i2.4(i) shall constitute material non-non- public information and that the United States securities laws prohibit any Person who has material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. Upon receipt of such notice, Starwood Mezzanine agrees to cease making offers or Transfers of Registrable Securities pursuant to such registration statement. In the event the Trust shall give any such notice, the time period set forth in Section 2.5(ii) shall be extended for a period equal to the number of days from the date of such notice until the date the Board of Trustees of the Trust determine that the making of offers or Transfers of Registrable Securities shall not interfere with the Transaction. (ii) The Trust and the Corporation shall not be obligated to file any Demand Registration statement or any Tender Registration registration statement pursuant to this Section 2 if, within twenty thirty (2030) days after their receipt of the written request of the requesting HoldersStarwood Mezzanine, the Trust and the Corporation notify such Holders notifies Starwood Mezzanine that, prior to their receipt of such request, they had a plan or intention promptly to register equity securities under the Securities Act. The Trust and the Corporation shall not be obligated to file any Demand Registration statement or any Tender Registration statement pursuant to the preceding sentence, only if the Trust and the Corporation are actively employing in good faith all reasonable efforts to cause such registration statements to become effective. Holders of Registrable Securities Starwood Mezzanine shall have rights the right to participate in any such registration on the terms provided in Section 3 hereof. (iii) Notwithstanding anything to the contrary contained in this Agreement, (x) with respect without the consent of the Independent Trustees, no Registrable Securities may be offered or sold pursuant to Holders other than PRISA, such Holders shall have no right to cause the Trust and the Corporation to effect a registration statement pursuant to Section Sections 2 or 3 prior to the first anniversary earlier of (i) one (1) year from the date of this Agreement without or (ii) the consent exercise of the Class A Warrant for at least 2,000,000 Trust and the Corporation, and (y) with respect to PRISA, PRISA Shares by Starwood Mezzanine. Starwood Mezzanine shall have no right to cause the Trust and the Corporation to effect a registration pursuant to Section 2 or 3 prior to the date 6 months after the date of this Agreement without the consent of the Trust and the Corporation (the applicable period being referred to herein as the "Lockup Period"). No Holder shall not be entitled to participate in any Piggyback Registration pursuant to which securities registered thereunder are to be offered or sold prior to expiration the earlier of one (1) year from the Lockup Perioddate of this Agreement. 2.6. 2.5 Following receipt of a request for a Demand Registration, a Shelf Registration or a Tender Shelf Registration, the Trust and the Corporation shall: (i) File the registration statement with the Commission as promptly as practicable, and shall use their respective reasonable efforts to have the registration declared effective under the Securities Act as soon as reasonably practicable, in each instance giving due regard to the need to prepare current financial statements, conduct due diligence and complete other actions that are reasonably necessary to effect a registered public offering. (ii) Use their respective reasonable efforts to keep the relevant registration statement Continuously Effective (x) if a Demand Registration or a Tender Registration, for up to sixty until (60A) 45 days from the date on which the Demand Registration becomes effective under the Securities Act or until (B) such earlier date as of which all the Registrable Securities under the Demand Registration statement or Tender Registration statement shall have been disposed of in the manner described in the registration statement and (y) if a Shelf Registration, until (A) 365 days from the date on which the Shelf Registration becomes effective under the Securities Act or (B) such date as of which all the Registrable Securities under the Shelf Registration statement have been disposed of in a manner described in the registration statement. Notwithstanding the foregoing, if for . (iii) If any reason the effectiveness of a registration Demand Registration statement was not maintained Continuously Effective (other than pursuant to this Section 2 2.4) for a period of at least 45 days or such shorter period at the end of which all Registrable Securities covered by such Demand Registration have been sold pursuant thereto, Starwood shall be entitled to an additional Demand Registration; provided the Trust shall only be obligated to maintain effective such additional Demand Registration for a period equal to 45 days less the number of days the initial Demand Registration was effective. If the Shelf Registration is suspended or, in or terminated and not Continuously Effective for a period of at least 365 days or such shorter period at the case end of a Demand which all Registrable Securities covered by such Shelf Registration or a Tender Registration, postponed as permitted by have been sold pursuant thereto (other than pursuant to Section 2.5(i2.4), the relevant foregoing Trust shall at the request of Starwood file an additional "shelf" registration statement and keep such subsequent shelf registration statement Continuously Effective for a period shall be extended by equal to 365 days less the aggregate number of days of such suspension or postponementduring which the Shelf Registration Statement was effective. 2.7. 2.6 Notwithstanding anything in this Agreement to the contrary, (ai) subject to Section 2.5(iii), in no event will the Trust or the Corporation be obligated to effect more than a total of four 1 Demand RegistrationsRegistration and 1 Shelf Registration, (bii) in no event will the Trust or the Corporation be obligated to effect any Demand Registration or Shelf Registration for less than the number of Paired Shares to be issued upon exchange of at least 10% of all Units issued pursuant to the Unit Contribution Agreement and Class A Contribution AgreementTwo Hundred Fifty Thousand (250,000) Trust Shares, (ciii) in no event will the Trust or the Corporation be obligated to effect any Shelf Registration unless the Holder(s) of Registrable Securities requesting registration propose to dispose of Paired Shares with a market value of at least $5,000,000 (based upon the closing trading price of the Paired Shares on the date of such request), (d) in no event will the Trust or the Corporation be obligated to effect a Demand Registration or a Tender Registration if the Registrable Securities proposed to be registered therein shall be covered by a Shelf Registration statement, and (eiv) no registration shall be effected under this Agreement and no Transfer of Registrable Securities may be effected if as a result thereof the Trust would not satisfy the REIT Requirements in any respect or if such registration or Transfer would result in any Person Beneficially Owning Paired Trust Shares in excess of the Ownership Limit and (f) the Trust and the Corporation will not be obligated to effect a Shelf Registration or Demand Registration if the effect of such a registration is that more than 50% ownership limitation provisions of the Paired Shares issuable to PRISA pursuant to the Exchange Rights Agreements will have been sold in the first six-month period following the Lockup Period applicable to PRISAREIT Requirements. For purposes of the preceding sentence, registration shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, or (ii) if after such registration statement has become effective, the related offer, sale or distribution of Registrable Securities thereunder is prohibited by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders Starwood and such prohibition is not thereafter eliminated. If the Trust and the Corporation shall have complied with their respective its obligations under this Agreement, a right to demand a registration pursuant to this Section 2 shall be deemed to have been satisfied (Ai) if a Demand Registration or a Tender Registration, upon the earlier of (xA) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to the Registration Statement, and (yB) the date as of which such Demand Registration shall have been Continuously Effective for a period of 60 forty-five (45) days, and (Bii) if a Shelf Registration, upon the effective earlier of (A) the date as of which all the Registrable Securities included therein shall have been disposed of pursuant to the Registration Statement, and (B) the date of which such Shelf RegistrationRegistration has been Continuously Effective for a period of 365 days, provided (x) no stop order or similar order, or proceedings for such an order, is thereafter entered or initiatedinitiated and, (y) if the Trust, is subject to and complies with the provisions of Sections 2.4(i) and 2.5(iii) a right to demand registration shall be deemed to have been satisfied. 2.8. 2.7 A registration pursuant to this Section 2 shall be on such appropriate registration form of the Commission as shall be selected by the Trust and the Corporation and shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the request pursuant to Sections 2.1, 2.2 2.1 or 2.32.2, respectively. 2.9. 2.8 If any Demand Registration or Shelf Registration pursuant to Section 2 involves an underwritten offering (whether on a "firm commitment", "best efforts" or "all reasonable efforts" basis or otherwise), the Majority Selling Holders Starwood Mezzanine shall select the underwriter or underwriters and manager or managers to administer such underwritten offering; provided, however, that each Person so selected shall be acceptable to the Trust and the CorporationTrust.