Common use of Reduction of Offering Clause in Contracts

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of the opinion that (i) the size of the offering that the Holders, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- to the contrary contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of or 2.3 shall advise the opinion that Issuer that, in its judgment, either (ia) the size of the offering that the Holders, the Company and/or Issuer and such other persons intend to make or (ii) exceeds the kind of securities size that can be sold in an orderly manner in such offering within a price range acceptable to the Holders, the Company and/or any Issuer or such other persons participating in the offering, or entities intend (b) in the case of a Piggy-Back Registration, the type of securities proposed to include be offered in such offering are registration statement by the Holders or such that the success of the offering other persons would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffect such offering, then in the case of (Aa) if the size of the offering is the basis of such Underwriter's opinionabove, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) ), to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- if securities are being offered for the account of other persons or entities as well as the Companythat, then (1) in the case of a Primary RegistrationPiggy-Back Registration initiated for the account of the Issuer, the reduction in amount of Registrable Securities being offered by Holders shall be reduced before the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holdersthe Issuer is reduced but, subject to (b) above, the proportion by which the amount of such class of securities intended to be Registrable Securities being offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced; provided further that, in the case of a Piggy-Back Registration initiated for the account of other persons or entities, then the amount of Registrable Securities being offered by Holders shall be reduced and (B) if before the combination amount of securities being offered by such other persons or entities or the Issuer is reduced; and provided further that, in the case of a Demand Registration, if securities are being offered for the account of other persons or entities or for the account of the Issuer, then the amount of such securities being offered by such other persons or entities or by the Issuer shall be reduced before the amount of any Registrable Securities intended to be offered by Holders is reduced; and in the basis case of (b) above, the type of securities proposed to be offered in such Underwriter's opinion, (x) the Registrable Securities to registration statement by Holders or such other persons shall not be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offeringregistration statement.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of the opinion that (i) the size of the offering that the Holders, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are Sections 2.1(b), 2.2(d) or 2.3 advise in writing to the Company and the Holders of the opinion Registrable Securities included in such offering that (ia) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (iib) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (Ai) if the size of the offering is the basis of such Underwriter's opinion’s determination, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- that, in the case of a Piggy-Back Registration, if securities of a different class are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced reduced; and (Bii) if the combination kind of securities to be offered is the basis of such Underwriter's opinion’s determination, (xA) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the proviso in clause (Ai)) or, (yB) if the actions described in clause (xA) would, in the commercially reasonable judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are Sections 2.1(c), 2.2(d) or 2.3 (or, in the case of a Demand Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the opinion Holders) advise the Company and the Holders of the Registrable Securities included in such offering, or if such managing Underwriter or Underwriters are unwilling to so advise, if the Company and the Holders of the Registrable Securities included in such offering conclude after consultation with such managing Underwriter or Underwriters that (i) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then: (Aa) if the size of the offering is the basis of such Underwriter's opiniondetermination, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- if securities are being offered for the account of other persons or entities as well as the CompanyUnderwriters (or, then (1) in the case of a Primary RegistrationDemand Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the reduction majority of the Holders); provided that, in the amount event of a Demand Registration or pursuant to a Shelf Registration Statement, the securities requested to be offered included in such Demand Registration and Shelf Registration Statement shall be made first allocated, (x) first, 100% pro rata among securities offered for the accounts Holders of Holders and the Registrable Securities that have requested to participate in such other persons Demand Registration or entitiespursuant to a Shelf Registration Statement, as applicable, based on the relative number of Registrable Securities then held by each such Holder, (y) next, and only if all the securities referred to in clause (2x) have been included, the number of securities that the Company proposes to include in such Demand Registration or Shelf Registration Statement that, in the opinion of the managing underwriter or underwriters (or, in the case of a Secondary Demand Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders) can be sold without having such significant adverse effect, and (z) last, only if all of the Registrable Securities referred to in clause (y) have been included in such registration, any other securities eligible for inclusion in such registration; provided, further that, in the event of a Piggy-Back Registration, the reduction securities to be included in such Piggy-Back Registration shall be allocated, (A) first, 100% of the securities proposed to be sold in such Piggyback Registration by the Company or any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (B) second, and only if all the securities referred to in clause (A) have been included, the number of Registrable Securities that, in the amount opinion of securities such managing underwriter or underwriters (or, in the case of a Demand Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders), can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to be offered shall be made participate in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunderbased on the relative number of Registrable Securities then held by each such Holder and (iii) third, then with respect to and only if all of the Registrable Securities intended referred to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and in clause (B) have been included in such registration, any other securities eligible for inclusion in such registration. (b) if the combination kind of securities to be offered is the basis of such Underwriter's opiniondetermination, (xi) the Registrable Securities to be included in such offering shall be reduced as described in clause (Aa) above (subject to the proviso in clause (A)) or, (yii) if the actions described in clause (xi) would, in the good faith, best judgment of the managing UnderwriterUnderwriter (or, in the case of a Demand Registration or an offering of Registrable Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders), be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if in the opinion of the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of hereof, the opinion that (i) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's ’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- that, in the case of a Piggy-Back Registration, if the securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other persons or entities Persons is reduced reduced; and (B) if the combination of the securities to be offered is the basis of such Underwriter's ’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, or (y) if the actions described in clause (x) would, in the judgment of the managing UnderwriterUnderwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 hereof are 2.1(a) or (b) deliver a written opinion to NREF and the Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company NREF and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company NREF and/or any such other persons or entities Persons intend to include in such offering offering, in each case, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then: (Ai) if the size of the offering is the basis of such Underwriter's underwriter’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registrationinclusion in the offering) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter underwriter or Underwritersunderwriters; provided that -------- that, in the case of a Piggyback Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunderNREF, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced and reduced, if NREF has the right to reduce such other Person’s allocation; and (Bii) if the combination of securities to be offered is the basis of such Underwriter's underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the proviso in clause (Ai)) or, or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriterunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are or 2.3 advise the Company and the Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion’s determination, (x) in the case of a Major Holder Demand Registration, the amount of securities to be offered for the accounts of Holders (other than the Cambay Holders, if the Cambay Holders have requested such Major Demand Registration, or the GIP Holders, if the GIP Holders have requested such Major Demand Registration) shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters, and (y) in the event of a Default Demand Registration or a Piggy-Back Registration, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- that, in the case of a Piggy-Back Registration, if securities of a different class are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of of-such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion’s determination, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are or 2.3 deliver a written opinion to the Company and the Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter's ’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced and reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's ’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are or 2.3 advise the Company and the Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's ’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion’s determination, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are or 2.3 deliver a written opinion to the Company and the Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if in the opinion of the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 hereof are of 2(c) hereof, the opinion that (i) the size of the offering that the Holders, the Company and/or and such other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's underwriter’s opinion, the amount of securities Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities Registrable Securities to be included in such offering to the amount recommended by such managing Underwriter underwriter or Underwritersunderwriters; provided that -------- that, in the case of a Piggy-Back Registration, if the securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other persons or entities Persons is reduced reduced; and (B) if the combination of the securities to be offered is the basis of such Underwriter's underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, or (y) if the actions described in clause (x) would, in the judgment opinion of the managing Underwriterunderwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- to the contrary contained hereinin this Agreement, if but subject to the managing Underwriter payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or Underwriters of the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering described in Section 2.2 hereof are of the opinion that (i) the size of the offering that the Holderssecurities by, or on behalf of, the Company and/or such other persons intend to make Company, or (ii) the kind of securities that the Holders, the Company and/or in any other persons or entities intend to include in such offering are manner, such that the success of Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering would and that permits the continuous resale at the market by the Investors participating therein (or as otherwise may be materially and adversely affected by inclusion of acceptable to each Investor) without being named therein as an “underwriter,” then the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders Company shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount number of securities shares to be included in such offering Registration Statement by all Investors until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor). The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the Staff regarding the Staff’s position and to comment or have their counsel comment on any written submission made to the amount recommended by Staff with respect thereto. No such managing Underwriter or Underwriters; provided that -------- if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered written submission shall be made first pro rata among to the Staff to which an Investor’s counsel reasonably objects. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities offered for the accounts of Holders under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such other persons or entitiesInvestor does not consent to being so named as an underwriter in such Registration Statement, and (2) then, in the case of a Secondary Registrationeach such case, the reduction in Company shall reduce the amount total number of securities requested Registrable Securities to be offered shall registered on behalf of such Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities are permitted by Investors to be made included in accordance with the terms of this Agreement. In the registration rights agreement event of any reduction in Registrable Securities pursuant to which this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Secondary Registration is madeInvestor, provided that if the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall, following such request, cause to be and keep effective such registration -------- rights agreement is silent statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to reductions “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in shares any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being registered thereunder, then understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to the limited amounts of Registrable Securities intended in order to be offered by Holders, permit the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered resale thereof by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced Investor as described in clause (A) above (subject to the proviso in clause (Acontemplated above)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if in the opinion of the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 hereof are of 4(a) hereof, the opinion that (i) the size of the offering that the Holders, the Company and/or and such other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's underwriter’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities Registrable Securities to be included in such offering to the amount recommended by such managing Underwriter underwriter or Underwritersunderwriters; provided that -------- that, in the case of a Piggy-Back Registration, if the securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other persons or entities Persons is reduced reduced; and (B) if the combination of the securities to be offered is the basis of such Underwriter's underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, or (y) if the actions described in clause (x) would, in the judgment opinion of the managing Underwriterunderwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are or 2.3 deliver a written opinion to the Company and the Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or and any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- PROVIDED that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, 's be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding --------------------- anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of 2.02 or 2.03 shall advise the opinion Company that (i) the size of the offering that the HoldersPurchaser, the Company and/or such and any other persons Persons intend to make or (ii) the kind of securities that the HoldersPurchaser, the Company and/or any and such other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then (A) if the size of the offering is the basis of such Underwriter's opinionadvice, the amount of securities Registrable Securities to be offered for the accounts account of Holders the Purchaser shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided provided, however, that (x) in the case of a Demand -------- ------- Registration, the amount of Registrable Securities to be offered for the account of the Purchaser shall be reduced only after the amount of securities to be offered for the account of the Company and such other Persons has been reduced to zero, and (y) in the case of a Piggyback Registration, if securities are being offered for the account of Persons other persons or entities as well as than the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities Registrable Securities intended to be offered by Holders for the account of the Purchaser is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by for the account of such other persons or entities Persons is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionadvice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or), or (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything contained --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of the opinion that (i) the size of the offering that the Holders, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that if -------- if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of the opinion 2.01 or 2.02 states in writing that (i) the size of the offering that the Holders, the Company and/or such Issuer and any other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are is such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested would be likely to be includedmaterially and adversely affect the price, timing or distribution of the offering, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities Registrable Securities to be offered for the accounts account of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters(the "Maximum Offering Size"); provided that -------- in the case of a Piggyback Registration, if securities are being offered for the account of Persons other persons or entities as well as than the CompanyIssuer, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities Registrable Securities intended to be offered by for the account of Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by for the account of such other persons Persons (other than any Person exercising a demand registration right or entities any Person requesting to participate in such offering pursuant to that certain Investor Rights Agreement, dated as of November 12, 1999, by and between the Issuer and Novell, Inc. (the "Novell Investor Rights Agreement")) is reduced; provided further that in the case of a Demand Registration, the amount of Registrable Securities to be offered for the account of the Holders making the Demand Registration shall be reduced and (B) if only after the combination amount of securities to be offered is for the basis account of such Underwriter's opinion, (x) the Issuer and any other Persons has been reduced to zero. In the event of a reduction pursuant to this Section 2.03 of Registrable Securities to be included in offered for the account of Holders, such offering reduction shall be reduced as described in clause (A) above (subject pro rata among such Holders based on the number of Registrable Securities each Holder had proposed to sell. Notwithstanding anything to the proviso in clause (A)) or, (y) if the actions described in clause (x) wouldcontrary contained herein, in the judgment case of a Piggyback Registration, the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion amount of the Registrable Securities requested to be included would have on such offeringoffered by Holders shall be subject to reduction to give full effect to the rights provided under the Novell Investor Rights Agreement, such Registrable Securities will be excluded from such offeringincluding, without limitation, Section 2.5 thereof.

Reduction of Offering. (a) Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 hereof are of the opinion determine that (i) the size of the offering that the Holders, the Company and/or such or any other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are is such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (Ai) with respect to a Demand Registration, and subject to the right of a Holder initiating its second Demand Registration to exclude any securities held by any other Selling Holder (other than the non-initiating Holder in the case of a Simultaneous Registration) therefrom, if the size of the offering is the basis of such Underwriter's opinionor Underwriters' determination, the Company shall not be required to include in such registration an amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities requested to be included in such offering equal to the amount recommended by Excess Amount, such managing Underwriter or Underwriters; provided that -------- reduction to be allocated pro rata among all Selling Holders according to the Pro Rata Share of such Selling Holders, and (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, securities the reduction in the amount of Company seeks to include shall have priority over securities requested sought to be offered shall be made first pro rata among securities offered for included by any other Person (including the accounts of Holders and such other persons or entitiesthe Minority Holders) and, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders and the Minority Holders, the proportion by which the amount of such class of securities intended to be offered by Holders and the Minority Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced (it being understood that with respect to the Holders, the Minority Holders and (B) if the combination of securities to third parties, such reduction may be offered is the basis all of such Underwriter's opinionclass of securities). Notwithstanding the foregoing, (x) the Registrable Securities to Minority Holders may be included excluded from any offering described in Section 2.1 or 2.2 of this Agreement if, in the discretion of the managing Underwriter or Underwriters of such offering, the participation by such individuals in such offering shall be reduced or the inclusion of such individuals' Registrable Securities therein for any reason would adversely impact the success of such offering. (b) If, as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment a result of the managing Underwriterproration provisions of Section 2.3(a), any Holder shall not be insufficient entitled to substantially eliminate the adverse effect that inclusion of the include all Registrable Securities in a Demand Registration or Piggy-Back Registration that such Holder has requested to be included would have on such offeringincluded, such Holder may elect to withdraw his request to include Registrable Securities will in such registration (a "Withdrawal Election"); provided, however, -------- ------- that a Withdrawal Election shall be excluded from irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such offeringWithdrawal Election was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if (a) If the lead managing Underwriter or Underwriters underwriter of an any underwritten offering described in Section 2.2 hereof are has informed, in writing, the Holders of the opinion that (i) the size of the Registrable Securities requesting inclusion in such offering that it is its view that the Holderstotal number of securities which an Issuer, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or Holders and any other persons or entities Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the success of such offering, including the offering would price at which such securities can be materially and adversely affected by inclusion sold, then the number of the Registrable Securities requested to be included, then (A) if offered for the size of the offering is the basis account of such Underwriter's opinion, Holders and the amount number of such securities to be offered for the accounts account of Holders all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata (according in proportion to the Registrable Securities proposed for registration) respective number of securities requested to be registered to the extent necessary to reduce the total amount number of securities requested to be included in such offering to the amount number of securities, if any, recommended by such lead managing Underwriter or Underwritersunderwriter; provided that -------- if such offering is effected for the account of any securityholder of the Company other than the Holders (either directly or through the LLC), pursuant to the demand registration rights of any such securityholder, then the number of securities are being to be offered for the account of other persons the Company (if any) and the Holders (but not such securityholders who have exercised their demand registration rights) shall be reduced or entities as well as limited pro rata in proportion to the Company, then (1) in the case of a Primary Registration, the reduction in the amount respective number of securities requested to be offered shall be made first pro rata among securities offered for registered to the accounts of Holders and such other persons or entities, and (2) in extent necessary to reduce the case of a Secondary Registration, the reduction in the amount total number of securities requested to be offered shall be made included in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect offering to the number of securities, if any, recommended by such lead managing underwriter. (b) If the lead managing underwriter of any underwritten offering described in Section 2.2 notifies the Holders requesting inclusion of Registrable Securities intended to be offered by in such offering, that the kind of securities that such Holders, the proportion by which Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the amount success of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionoffering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the proviso in clause (A)) or, or (y) if a reduction in the actions described in Registrable Securities pursuant to clause (xi) above would, in the judgment of the lead managing Underwriterunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. (c) If, as a result of the proration provisions of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Holder has requested to be included, such Holder may elect to withdraw his request to include Registrable Securities in such registration (a "Withdrawal Election"); provided that a Withdrawal Election shall be made prior to the effectiveness of the Registration Statement and shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made. (d) Holders of Registrable Securities of the LLC will be entitled to the rights and privileges pertaining to Company Registrable Securities in accordance with each such Holder's Percentage Interest with respect to the Company Registrable Securities held by the LLC notwithstanding that a Liquidation Event has not occurred and Holders may cause the LLC to deliver Company Registrable Securities for inclusion in a Piggy-Back Registration pursuant to this Section 2.3.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if (i) If the managing Underwriter underwriter or Underwriters underwriters of an any underwritten offering described in Section 2.2 hereof are of the opinion that (i) the size of the offering that the Holders9.1 have informed, in writing, the Company and/or or holders of the Registrable Securities requesting inclusion in such other persons intend to make or (ii) the kind of securities offering that it is their opinion that the Holderstotal number of shares which the Company, the Company and/or participating holders and any other persons or entities Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the success of such offering, including the offering would price at which such Notes can be materially and adversely affected by inclusion of the Registrable Securities requested to be includedsold, then (A) if the size number of the offering is the basis of such Underwriter's opinion, the amount of securities shares to be offered for the accounts account of Holders the participating holders and all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata (according in proportion to the Registrable Securities proposed for registration) respective number of shares requested to be registered to the extent necessary to reduce the total amount number of securities shares requested to be included in such offering to the amount number of shares, if any, recommended by such managing Underwriter underwriters; provided, however, that if such offering is effected for the account of any Holder or Underwriters; provided that -------- if securities are being the Company other than the participating holders, pursuant to the demand registration rights of any such Holder, then the number of shares to be offered for the account of other persons the Company (if any) and the participating holders (but not such Holders who have exercised their demand registration rights) shall be reduced or entities as well as limited pro rata in proportion to the Company, then (1) in the case respective number of a Primary Registration, the reduction in the amount of securities shares requested to be offered shall be made first pro rata among securities offered for registered to the accounts extent necessary to reduce the total number of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities shares requested to be offered shall be made included in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect offering to the number of sh ares, if any, recommended by such managing underwriters. (ii) If the managing underwriter or underwriters of any underwritten offering described in Section 9.1 notify the participating Holders requesting inclusion of Registrable Securities intended to be offered by in such offering, that the kind of Notes that the participating Holders, the proportion by which Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the amount success of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionoffering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the proviso in clause (A)) or, or (y) if a reduction in the actions described in Registrable Securities pursuant to clause (xi) above would, in the judgment of the managing Underwriterunderwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. (b) If, as a result of the proration provisions of this Section 9.2, any participating holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such participating holder has requested to be included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable -------- ------- and, after making a Withdrawal Election, a participating holder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made.

Reduction of Offering. (a) Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 hereof are of the opinion determine that (i) the size of the offering that the Holders, the Company and/or such or any other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are is such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (Ai) with respect to a Demand Registration, if the size of the offering is the basis of such Underwriter's opinionor Underwriters' determination, the Company shall not include in such registration an amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities requested to be included in such offering equal to the amount recommended by Excess Amount, such managing Underwriter reduction first to be allocated pro rata among the Holders or Underwriters; other Persons who did not initiate the request for a Demand Registration according to the number of Registrable Securities requested for inclusion, with the Holder or Holders or other Persons who initiated the request for a Demand Registration entitled to include shares therein to the maximum extent possible provided that -------- if such Holders cannot include all their shares in such offering, the amount of Registrable Securities to be registered shall be reduced pro rata among the initiating Holders (provided further that if the FS Stockholder initiates a Demand Registration pursuant to Section 2.1(a) and an Existing Stockholder or the Ripplewood Stockholder requests to participate in such Demand Registration, the FS Stockholder and such Existing Stockholder, the Ripplewood Stockholder and each of them participating shall be treated pari passu with respect to a ---- ----- reduction under this Section 2.3) and (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, securities the reduction in the amount of Company seeks to include shall have priority over securities requested sought to be offered shall be made first pro rata among securities offered for included by any other Person (including the accounts of Holders and such other persons or entitiesHolders) and, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced (it being understood that with respect to the Holders and (B) if the combination of securities to third parties such reduction may be offered is the basis all of such Underwriter's opinionclass of securities). (b) If, (x) as a result of the proration provisions of Section 2.3(a), any Holder shall not be entitled to include all Registrable Securities to be included in a Demand Registration or Piggy-Back Registration that such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities Holder has requested to be included would have on such offeringincluded, such Holder may elect to withdraw his request to include Registrable Securities will in such registration (a "Withdrawal Election"); provided however, -------- ------- that a Withdrawal Election shall be excluded from irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such offeringWithdrawal Election was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are or 2.3 deliver a written opinion to the Company and the Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced and reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. (a) Notwithstanding anything --------------------- contained herein, if the managing Managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of the opinion Sections 2.01 or 2.02 determines that (i) the size of the offering that the HoldersHolder, the Company and/or such other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are is such that the success of the offering would be materially and adversely affected by inclusion of the number of Registrable Securities or other securities requested to be included, then (i) with respect to a Demand Registration, the Company shall include in such registration all of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering by the Holder other than the Registrable Securities, if any, equal to the amount recommended Excess Amount and (ii) in the case of a Piggyback Registration, the securities the Company seeks to include shall have priority over securities sought to be included by such managing Underwriter or Underwriters; provided that -------- any other Person (including the Holder) and, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holdersthe Holder, the proportion by which the amount of such class of securities intended to be offered by Holders the Holder is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced (it being understood that with respect to the Holder and (B) if the combination of securities to third parties such reduction may be offered is the basis all of such Underwriter's opinionclass of securities). (b) If, (x) as a result of the proration provisions of Section 2.03(a), the Holder shall not be entitled to include all Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to a Demand Registration or Piggy-Back Registration that the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities Holder has requested to be included would have on such offeringincluded, such the Holder may elect to withdraw its request to include Registrable Securities will in such registration (a "Withdrawal Election"); provided however, that a Withdrawal Election shall be excluded from irrevocable and, after making a Withdrawal Election, the Holder shall no longer have any right to include Registrable Securities in the registration as to which such offeringWithdrawal Election was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if (a) If the managing Underwriter underwriter or Underwriters underwriters of an any underwritten offering described in Section 2.2 hereof are 2.1 have informed, in writing, the selling Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that the total amount of Membership Interests (ior other equity securities) which the size of the offering that the HoldersCompany, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or selling Holders and any other persons or entities Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the success of such offering, including the offering would price at which such securities can be materially and adversely affected by inclusion of the Registrable Securities requested to be includedsold, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities Membership Interests to be offered for the accounts account of the selling Holders and all such other Persons (other than the Company) participating in such registration shall be reduced pro rata (according or limited PRO RATA in proportion to the Registrable Securities proposed for registration) respective amounts of Membership Interests requested to be registered to the extent necessary to reduce the total amount of securities Membership Interests requested to be included in such offering to the amount of Membership Interests, if any, recommended by such managing Underwriter or Underwritersunderwriters; provided PROVIDED, however, that -------- if securities are being such offering is effected for the account of any securityholder of the Company other than the selling Holders, pursuant to the demand registration rights of any such securityholder, then the amount of Membership Interests to be offered for the account of other persons the Company (if any) and the selling Holders (but not such securityholders who have exercised their demand registration rights) shall be reduced or entities as well as limited PRO RATA in proportion to the Company, then (1) respective amounts of Membership Interests requested to be registered to the extent necessary to reduce the total amount of Membership Interests requested to be included in the case of a Primary Registration, the reduction in such offering to the amount of securities requested to be offered shall be made first pro rata among securities offered for Membership Interests, if any, recommended by such managing underwriters. (b) If the accounts managing underwriter or underwriters of any underwritten offering described in Section 2.1 notify the selling Holders and such other persons or entities, and (2) in the case requesting inclusion of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by in such offering that the number of Registrable Securities that the selling Holders, the proportion by which Company and any other Persons desiring to participate in such registration intend to include Registrable Securities in such offering is such as to materially and adversely affect the amount success of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionoffering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (ASubsection 2.2(a) above (subject to the proviso in clause (A)) or, or (y) if a reduction in the actions described in clause (xRegistrable Securities pursuant to Subsection 2.2(a) would, in the judgment of the managing Underwriterunderwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. (c) If, as a result of the proration provisions of this Section 2.2, any selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such selling Holder has requested to be included, such selling Holder may elect to withdraw his request to include Registrable Securities in such registration; PROVIDED, however, that such a withdrawal shall be irrevocable and, after making such withdrawal, a selling Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 hereof are deliver a written opinion to the Holders or Other Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and/or Other Holders, the Issuer and such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or Other Holders, the Issuer and any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of any of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, (1) the amount of securities to be offered for the accounts of Other Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters and (2) after the amount of securities to be offered for the accounts of Other Holders has been reduced to zero, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities requested to be registered in such registration) to the extent necessary to reduce the total amount if securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunderIssuer, then with respect to the Registrable Securities intended to be offered by Holders and Other Holders, the proportion by which the amount of such class of securities intended to be offered by Holders and Other Holders (as a single group) is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) above the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, as evidenced by a written opinion delivered to the Holders or Other Holders of such Registrable Securities, be insufficient to substantially eliminate the material and adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of the opinion that (i) the size of the offering that the Holders, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- if securities are being offered for -------- the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with -------- respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 hereof are 2.1(b) or (c) deliver a written opinion to the Company and the Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and/or such other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any such other persons or entities Persons intend to include in such offering offering, in each case, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then: (Ai) if the size of the offering is the basis of such Underwriter's underwriter’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registrationinclusion in the offering) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter underwriter or Underwritersunderwriters; provided that -------- that, in the case of a Piggyback Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced and reduced, if the Company has the right to reduce such other Person’s allocation; and (Bii) if the combination of securities to be offered is the basis of such Underwriter's underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the proviso in clause (Ai)) or, or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriterunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything If the lead managing underwriter of any --------------------- contained hereinProposed Registration has informed, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of the opinion that (i) the size of the offering that the Holderswriting, the Company and/or and the Holders of the Registrable Securities requesting inclusion in such other persons intend to make or (ii) offering that it is its view that the kind total number of securities that which the HoldersCompany, the Company and/or Holders and any other persons or entities Persons desiring to participate in such registration intend to include in such offering are is such that as to adversely affect the success of such offering, including the offering would price at which such securities can be materially and adversely affected by inclusion sold, then the number of the Registrable Securities requested to be included, then (A) if offered for the size of the offering is the basis account of such Underwriter's opinion, Holders and the amount number of such securities to be offered for the accounts account of Holders all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata (according in proportion to the Registrable Securities proposed for registration) --- ---- respective number of securities requested to be registered to the extent necessary to reduce the total amount number of securities requested to be included in such offering to the amount number of securities, if any, recommended by such lead managing Underwriter or Underwriters; provided that -------- if underwriter, unless such offering is being made pursuant to exercise of a demand registration right granted by the Company to other Persons, in which case the number of securities are being to be offered for the account of other persons all Persons not exercising demand registration rights (including the Holders) shall be eliminated or entities as well as reduced pro rata in proportion to the Company, then (1) in the case of a Primary Registration, the reduction in the amount respective number of securities requested to be offered shall be made first pro rata among securities offered for registered by such Persons to reduce the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount total number of securities requested to be offered shall be included in such offering to the number of securities, if any, recommended by such lead managing underwriter before any reduction is made in accordance with securities requested to be registered by Persons exercising a demand registration right. If the terms lead managing underwriter of any Proposed Offering notifies the registration rights agreement pursuant Holders requesting inclusion of Registrable Securities in such offering, that the kind of securities that such Holders and any other Persons desiring to which such Secondary Registration is made, provided that if any participate in such registration -------- rights agreement intend to include in such offering is silent with respect such as to reductions in shares being registered thereunder, then with respect to adversely affect the Registrable Securities intended to be offered by Holders, the proportion by which the amount success of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionoffering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, preceding sentence or (y) if a reduction in the actions described in clause (x) Registrable Securities pursuant to the preceding sentence would, in the judgment of the lead managing Underwriterunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if (a) Piggy-Back Registration. (i) If the managing Underwriter or Underwriters underwriter(s) ----------------------- of an any underwritten offering described in Section 2.2 hereof are have informed, in writing, the Selling Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that (i) the size total number of shares which the offering that the HoldersCompany, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or Selling Holders and any other persons or entities Persons desiring to participate in such registration intend to include in such offering are is such that as to adversely affect the success of such offering, including the offering would price at which such securities can be materially and adversely affected by inclusion of the Registrable Securities requested to be includedsold, then (A) if the size number of the offering is the basis of such Underwriter's opinion, the amount of securities shares to be offered for the accounts account of the Selling Holders and all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata (according in proportion to the Registrable Securities proposed for registration) respective number of shares requested to be registered to the extent necessary to reduce the total amount number of securities shares requested to be included in such offering to the amount number of shares, if any, recommended by such managing Underwriter or Underwritersunderwriters; provided provided, however, that -------- if securities are being such offering is effected for the account of any securityholder of the Company other than the Selling Holders, pursuant to the demand registration rights of any such securityholder, then the number of shares to be offered for the account of the Selling Holders and all other persons or entities as well as Persons (other than the Company, then ) participating in such registration (1but not such securityholders who have exercised their demand registration rights) shall be reduced or limited pro rata in proportion to the case respective number of a Primary Registration, the reduction in the amount of securities shares requested to be offered shall be made first pro rata among securities offered for registered to the accounts extent necessary to reduce the total number of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities shares requested to be offered shall be made included in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect offering to the number of shares, if any, recommended by such managing underwriters. (ii) If the managing underwriter or underwriters of any underwritten offering described in Section 2.2 notify the Selling Holders requesting inclusion of Registrable Securities intended to be offered by in such offering, that the kind of securities that the Selling Holders, the proportion by which Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the amount success of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionoffering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the proviso in clause (A)) or, or (y) if a reduction in the actions described in Registrable Securities pursuant to clause (xi) above would, in the judgment of the managing Underwriterunderwriter(s) or underwriters, be insufficient to substantially eliminate the such adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. (iii) Notwithstanding anything herein to the contrary, this Section 2.3(a) shall be subject to the provisions of the Warrant to purchase Common Stock expiring on November 24, 2002 held by Amoco Corporation. (b) If, as a result of the proration provisions of this Section 2.3, any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Selling Holder has requested to be included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration (a "Withdrawal Election"); provided, -------- however, that a Withdrawal Election shall be irrevocable and, after making a ------- Withdrawal Election, a Selling Holder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if (a) If the managing Underwriter underwriter or Underwriters underwriters of an any underwritten offering described in Section 2.2 hereof are 2.1 have informed, in writing, the selling Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that the total amount of partnership interests (ior other equity securities) which the size of the offering that the HoldersPartnership, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or selling Holders and any other persons or entities Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the success of such offering, including the offering would price at which such securities can be materially and adversely affected by inclusion of the Registrable Securities requested to be includedsold, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities partnership interests to be offered for the accounts account of the selling Holders and all such other Persons (other than the Partnership) participating in such registration shall be reduced or limited pro rata (according in proportion to the Registrable Securities proposed for registration) respective amounts of partnership interests requested to be registered to the extent necessary to reduce the total amount of securities partnership interests requested to be included in such offering to the amount of partnership interests, if any, recommended by such managing Underwriter or Underwritersunderwriters; provided provided, however, that -------- if securities are being such offering is effected for the account of any securityholder of the Partnership other than the selling Holders, pursuant to the demand registration rights of any such securityholder, then the amount of partnership interests to be offered for the account of other persons the Partnership (if any) and the selling Holders (but not such securityholders who have exercised their demand registration rights) shall be reduced or entities as well as limited pro rata in proportion to the Company, then (1) respective amounts of partnership interests requested to be registered to the extent necessary to reduce the total amount of partnership interests requested to be included in the case of a Primary Registration, the reduction in such offering to the amount of securities requested to be offered shall be made first pro rata among securities offered for partnership interests, if any, recommended by such managing underwriters. (b) If the accounts managing underwriter or underwriters of any underwritten offering described in Section 2.1 notify the selling Holders and requesting inclusion of Registrable Securities in such other persons or entitiesoffering, and (2) in that the case of a Secondary Registration, the reduction in the amount kind of securities requested to be offered shall be made in accordance with that the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by selling Holders, the proportion by which Partnership and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the amount success of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionoffering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (ASubsection 2.2(a) above (subject to the proviso in clause (A)) or, or (y) if a reduction in the actions described in clause (xRegistrable Securities pursuant to Subsection 2.2(a) would, in the judgment of the managing Underwriterunderwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. (c) If, as a result of the proration provisions of this Section 2.2, any selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such selling Holder has requested to be included, such selling Holder may elect to withdraw his request to include Registrable Securities in such registration; provided, however, that such a withdrawal shall be irrevocable and, after making such withdrawal, a selling Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if in the opinion of the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 hereof are of 2(c) hereof, the opinion that (i) the size of the offering that the Holders, the Company and/or and such other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's underwriter’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter underwriter or Underwritersunderwriters; provided that -------- that, in the case of a Piggy-Back Registration, if the securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other persons or entities Persons is reduced reduced; and (B) if the combination of the securities to be offered is the basis of such Underwriter's underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriterunderwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1(c) or 2.2 hereof are deliver a written opinion to the Holders of the opinion Registrable Securities requesting inclusion in such offering that (i) the size of the offering that the Holders, the Company and/or such other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are is such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's or Underwriters' opinion, the Company shall not include an amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities requested to be included in such offering by all Holders equal to the amount recommended Excess Amount (such reduction in connection with a Demand Offering to be allocated, first, pro rata among Holders requesting inclusion of Registrable Securities in the Demand Offering pursuant to Other Holder Notices, according to the number of Registrable Securities requested by such managing Underwriter or UnderwritersHolders for inclusion, and then, and only to the extent any portion of the Excess Amount remains unallocated, pro rata among the remaining Holders requesting inclusion of Registrable Securities in the Demand Offering); provided that -------- that, in the case of a Piggy-Back Offering, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced (it being understood that such reduction may be all of such class of securities); and (B) if the combination of securities to be offered is the basis of such Underwriter's or Underwriters' opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (xB)(x) would, in the judgment of the managing UnderwriterUnderwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. If, as a result of the proration provisions of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in a Demand Offering or Piggy-Back Offering that such Holder has requested to be included, such Holder may elect to withdraw his request to include Registrable Securities in such offering (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to include Registrable Securities in the offering as to which such Withdrawal Election was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of the opinion that (i) the size of the offering that the Holders, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything contained --------------------- contained herein, if if, in the opinion of the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 hereof are of the opinion that 2(a) or (i) b), the size of the offering that the Holders, the Company and/or such or any other persons intend Person intends to make or (ii) the kind or combination of securities that the Holders, the Company and/or and any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) including if the size marketing factors require a limitation of the offering is the basis number of such Underwriter's opinion, the amount of securities Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata underwritten, then: (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- if securities are being offered for the account of other persons or entities as well as the Company, then (1i) in the case of a Primary Demand Registration, the reduction in the amount of securities requested any Class A Stock proposed to be offered shall be made first pro rata among securities offered reduced or excluded from the offering as follows: (A) one ▇▇▇▇▇▇ Share shall be included for each share held by the Holders and all other holders of common stock of the Company possessing registration rights whose shares are to be included in the underwriting and any shares to be sold for the accounts account of Holders the Company (collectively, the "Non-▇▇▇▇▇▇ Shares") until either the limit is reached or all the ▇▇▇▇▇▇ Shares are included in the underwriting (so that an equal number of ▇▇▇▇▇▇ Shares and such other persons or entitiesNon-▇▇▇▇▇▇ Shares are included in the underwriting pursuant to this clause (A)), and (2B) any excess shares up to such limitation shall be Non-▇▇▇▇▇▇ Shares. In allocating Non-▇▇▇▇▇▇ Shares under clauses (A) and (B) of the immediately preceding sentence, or if no ▇▇▇▇▇▇ Shares are proposed to be included in the underwriting, the amount allocated shall be such that each holder of Non-▇▇▇▇▇▇ Shares (including any Holder) may include in the underwriting that portion of the amount to be allocated which the number of shares proposed to be included by such holder bears to the aggregate number of shares proposed to be included by holders of all Non-▇▇▇▇▇▇ Shares. (ii) in the case of a Secondary Piggy-Back Registration, the reduction in the amount of securities requested any Class A Stock proposed to be offered shall be made in accordance with reduced or excluded from the terms offering as follows: (A) If the registration is initiated as a result of the exercise by a holder of ▇▇▇▇▇▇ Shares of demand registration rights agreement ("▇▇▇▇▇▇ Demand Rights"), then the number of shares to be included in the underwriting shall be allocated as follows: (1) all ▇▇▇▇▇▇ Shares to be sold shall be included and (2) any additional shares to be included shall be allocated pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount last sentence of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced Section 2(c)(i) and (B) if the combination registration is not initiated as a result of securities the exercise of ▇▇▇▇▇▇ Demand Rights, then the number of Non-▇▇▇▇▇▇ Shares of holders not initiating the registration which may be included therein shall be allocated as set forth in the last sentence of Section 2(c)(i), subject to be offered is Section 2(c)(i)(A) if ▇▇▇▇▇▇ Shares are included as a result of the basis exercise of such Underwriter's opinionincidental registration rights relating thereto; provided, that, in the case of clauses (xA) the Registrable Securities and (B) of this paragraph, if BT Shares are proposed to be included in the registration as a result of the exercise of any registration rights previously granted to the holders of BT Shares, all of such offering BT Shares shall be reduced as described included in clause (A) above (subject to any such registration before any Non-▇▇▇▇▇▇ Shares held by the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offeringHolders.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if (a) If the managing Underwriter underwriter or Underwriters underwriters of an any underwritten offering described in Section 2.2 hereof are have informed, in writing, the Selling Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that (i) the size total number of shares which the offering that the HoldersIssuer, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or Selling Holders and any other persons or entities Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the success of such offering, including the offering would price at which such securities can be materially and adversely affected by inclusion of the Registrable Securities requested to be includedsold, then (A) if the size number of the offering is the basis of such Underwriter's opinion, the amount of securities shares to be offered for the accounts account of the Selling Holders and all other Persons requesting inclusion in such offering pursuant to "piggy-back" registration rights (other than (i) any Person initiating such offering pursuant to "demand" registration rights and (ii) the Issuer) participating in such registration shall be reduced or limited pro rata (according among the Selling Holders and such other Persons in proportion to the Registrable Securities proposed for registrationrespective number of shares requested to be registered by each such Selling Holder and other Person (provided that any shares thereby allocated to any such Selling Holder or other Person that exceed such Selling Holder's or other Person's request shall be reallocated among the remaining requesting Selling Holder's or Person's in like manner) to the minimum extent necessary to reduce the total amount number of securities shares requested to be included in such offering to the amount number of shares, if any, recommended by such managing Underwriter or Underwriters; provided underwriters. (b) If, as a result of the proration provisions of this Section 2.3, any Selling Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that -------- if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities such Selling Holder has requested to be offered included, such Selling Holder may make a Withdrawal Election; provided, however, that a Withdrawal Election shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entitiesirrevocable and, and (2) after making a Withdrawal Election, a Selling Holder shall no longer have any right to include Registrable Securities in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant as to which such Secondary Registration is Withdrawal Election was made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are deliver a written opinion to the Company and the Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then then (A) if the size of the offering is the basis of such Underwriter's ’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced and reduced, if the Company has the right to reduce such other Person’s allocation; and (B) if the combination of securities to be offered is the basis of such Underwriter's ’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of 2.01 or 2.02 shall advise the opinion Company that (i) the size of the offering that the HoldersShareholder, the Company and/or such and any other persons Persons intend to make or (ii) the kind of securities that the HoldersShareholder, the Company and/or any and such other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then (A) if the size of the offering is the basis of such Underwriter's opinionadvice, the amount of securities Registrable Securities to be offered for the accounts account of Holders Shareholder shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- (x) in the case of a Demand Registration, the amount of Registrable Securities to be offered for the account of the Shareholder shall be reduced only after the amount of securities to be offered for the account of the Company and such other Persons has been reduced to zero, and (y) in the case of a Piggyback Registration, if securities are being offered for the account of Persons other persons or entities as well as than the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities Registrable Securities intended to be offered by Holders for the account of Shareholder is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by for the account of such other persons or entities Persons is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionadvice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or), or (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if (a) If the lead managing Underwriter or Underwriters underwriter of an any underwritten offering described in Section 2.2 hereof are has informed, in writing, the Holders of the opinion that (i) the size of the Registrable Securities requesting inclusion in such offering that it is its view that the Holderstotal number of securities which an Issuer, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or Holders and any other persons or entities Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the success of such offering, including the offering would price at which such securities can be materially and adversely affected by inclusion sold, then the number of the Registrable Securities requested to be included, then (A) if offered for the size of the offering is the basis account of such Underwriter's opinion, Holders and the amount number of such securities to be offered for the accounts account of Holders all such other Persons (other than the Company) participating in such registration shall be reduced pro rata (according or limited PRO RATA in proportion to the Registrable Securities proposed for registration) respective number of securities requested to be registered to the extent necessary to reduce the total amount number of securities requested to be included in such offering to the amount number of securities, if any, recommended by such lead managing Underwriter underwriter; PROVIDED that if such offering is effected for the account of any securityholder of the Company other than the Holders or Underwriters; provided that -------- if the Shareholders (either directly or through any of the Issuers), pursuant to the demand registration rights of any such securityholder, then the number of securities are being to be offered for the account of other persons the Company (if any) and the Holders (but not such securityholders who have exercised their demand registration rights) shall be reduced or entities as well as limited PRO RATA in proportion to the Company, then (1) in the case of a Primary Registration, the reduction in the amount respective number of securities requested to be offered shall be made first pro rata among securities offered for registered to the accounts of Holders and such other persons or entities, and (2) in extent necessary to reduce the case of a Secondary Registration, the reduction in the amount total number of securities requested to be offered shall be made included in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect offering to the number of securities, if any, recommended by such lead managing underwriter. (b) If the lead managing underwriter of any underwritten offering described in Section 2.2 notifies the Holders requesting inclusion of Registrable Securities intended to be offered by in such offering, that the kind of securities that such Holders, the proportion by which Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the amount success of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionoffering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (Ai) above (subject to the proviso in clause (A)) or, or (y) if a reduction in the actions described in Registrable Securities pursuant to clause (xi) above would, in the judgment of the lead managing Underwriterunderwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. (c) If, as a result of the proration provisions of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Holder has requested to be included, such Holder may elect to withdraw his request to include Registrable Securities in such registration (a "WITHDRAWAL ELECTION"); PROVIDED that a Withdrawal Election shall be made prior to the effectiveness of the Registration Statement and shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made. (d) Holders of Registrable Securities of the LLC will be entitled to the rights and privileges pertaining to Company Registrable Securities in accordance with each such Holder's Percentage Interest with respect to the Company Registrable Securities held by the LLC notwithstanding that a Liquidation Event has not occurred and Holders may cause the LLC to deliver Company Registrable Securities for inclusion in a Piggy-Back Registration pursuant to this Section 2.3.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of 2.2.1 or 2.2.2 shall advise the opinion Company that (i) the size of the offering that the HoldersStockholder, the Company and/or such and any other persons Persons intend to make or (ii) the kind of securities that the HoldersStockholder, the Company and/or any and such other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then (A) if the size of the offering is the basis of such Underwriter's opinionadvice, the amount of securities Registrable Securities to be offered for the accounts account of Holders Stockholder shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- (x) in the case of a Demand Registration, the amount of Registrable Securities to be offered for the account of the Stockholder shall be reduced only after the amount of securities to be offered for the account of the Company and such other Persons has been reduced to zero, and (y) in the case of a Piggyback Registration, if securities are being offered for the account of Persons other persons or entities as well as than the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities Registrable Securities intended to be offered by Holders for the account of Stockholder is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by for the account of such other persons or entities Persons is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionadvice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or), or (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. (a) Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 hereof are of the opinion determine that (i) the size of the offering that the Holders, the Company and/or such or any other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are is such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (Ai) with respect to a Demand Registration, if the size of the offering is the basis of such Underwriter's opinionor Underwriters' determination, the Company shall not include in such registration an amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities requested to be included in such offering equal to the amount recommended by Excess Amount, such managing Underwriter reduction first to be allocated pro rata among the Holders or Underwriters; other Persons who did not initiate the request for a Demand Registration according to the number of Registrable Securities requested for inclusion, with the Holder or Holders or other Persons who initiated the request for a Demand Registration entitled to include shares therein to the maximum extent possible provided that -------- if such Holders cannot include all their shares in such offering, the amount of Registrable Securities to be registered shall be reduced pro rata among the initiating Holders and (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, securities the reduction in the amount of Company seeks to include shall have priority over securities requested sought to be offered shall be made first pro rata among securities offered for included by any other Person (including the accounts of Holders and such other persons or entitiesHolders) and, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced (it being understood that with respect to the Holders and (B) if the combination of securities to third parties such reduction may be offered is the basis all of such Underwriter's opinionclass of securities). (b) If, (x) as a result of the proration provisions of Section 2.3(a), any Holder shall not be entitled to include all Registrable Securities to be included in a Demand Registration or Piggy-Back Registration that such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities Holder has requested to be included would have on such offeringincluded, such Holder may elect to withdraw his request to include Registrable Securities will in such registration (a "Withdrawal Election"); provided -------- however, that a Withdrawal Election shall be excluded from irrevocable and, after making a ------- Withdrawal Election, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such offeringWithdrawal Election was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of the opinion that (i) the size of the offering that the Holders, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's ’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's ’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of the opinion that (i) the size of the offering that the Holders, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's ’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's ’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. (a) Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 hereof are of the opinion determine that (i) the size of the offering that the Holders, the Company and/or such other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are is such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (Ai) with respect to a Demand Registration, and subject to the right of the Holder making such Demand Registration request to exclude any securities not held by such Holder therefrom, if the size of the offering is the basis of such Underwriter's opinionor Underwriters' determination, the Company shall not include in such registration an amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities requested to be included in such offering by all Holders and Minority Holders, as the case may be, equal to the amount recommended by Excess Amount (such managing Underwriter or Underwriters; provided that -------- reduction to be allocated pro rata among such Holders and Minority Holders, as the case may be, according to the number of Registrable Securities requested for inclusion) and (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, securities the reduction in the amount of Company seeks to include shall have priority over securities requested sought to be offered shall be made first pro rata among securities offered for included by any other Person (including the accounts of Holders and such other persons or entitiesthe Minority Holders) and, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders and Minority Holders, the proportion by which the amount of such class of securities intended to be offered by Holders and Minority Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced (it being understood that with respect to the Holders, the Minority Holders and (B) if the combination of securities to third parties, such reduction may be offered is the basis all of such Underwriter's opinion, class of securities). (xb) the Registrable Securities to be included in such offering shall be reduced as If a Minority Holder who makes a Minority Holder Demand Registration request described in clause Section 2.3 (Aa) above (subject to reasonably determines in good faith that the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment success of the managing Underwriter, offering would be insufficient to substantially eliminate adversely affected by the adverse effect that inclusion of the Registrable Securities requested to be included would have on then, if the size of the offering is the basis of such offeringMinority Holder's determination, the Company shall only include in such registration an amount of Registrable Securities will requested to be excluded from included in such offering.offering by all Holders and Minority Holders, as the case may be, equal to the Includible Amount, and with respect to the allocation of the Includible Amount (i) the securities the Minority Holder who made the Minority Holder Demand Registration request seeks to include shall have priority over securities sought to be included by any other Person (including the Holders and the other Minority Holders), (ii) the

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of 2.01 or 2.02 shall advise the opinion Company that (i) the size of the offering that the HoldersShareholder, the Company and/or such and any other persons Persons intend to make or (ii) the kind of securities that the HoldersShareholder, the Company and/or any and such other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then (A) if the size of the offering is the basis of such Underwriter's opinionadvice, the amount of securities Registrable Securities to be offered for the accounts account of Holders Shareholder shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- (x) in the case of a Demand Registration, the amount of Registrable Securities to be offered for the account of the Shareholder shall be reduced only after the amount of securities to be offered for the account of the Company and such other Persons has been reduced to zero, and (y) in the case of a Piggyback Registration, if securities are being offered for the account of Persons other persons or entities as well as than the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities Registrable Securities intended to be offered by Holders for the account of Shareholder is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by for the account of such other persons or entities Persons is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionadvice, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or), or (y) in the case of a Piggyback Registration, if the actions described in sub- clause (x) of this clause (B) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if (a) Piggy-Back Registration. (i) If the managing Underwriter or Underwriters underwriter(s) of an ----------------------- any underwritten offering described in Section 2.2 hereof are of Section2.2 have advised the Company that it is their opinion that (i) the size total number of shares which the offering that the HoldersCompany, the Company and/or such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or Selling Holders and any other persons or entities Persons desiring to participate in such registration intend to include in such offering are is such that as to materially and adversely affect the success of such offering, including the offering would price at which such securities can be materially and adversely affected by inclusion of the Registrable Securities requested to be includedsold, then (A) if the size number of the offering is the basis of such Underwriter's opinion, the amount of securities shares to be offered for the accounts account of the Selling Holders and all such other Persons (other than the Company) participating in such registration shall be eliminated or reduced pro rata (according in proportion to the Registrable Securities proposed for registration) respective number of shares requested to be registered to the extent necessary to reduce the total amount number of securities shares requested to be included in such offering to the amount number of shares, if any, recommended by such managing Underwriter or Underwritersunderwriters; provided provided, -------- however, that -------- if securities are being such offering is effected for the account of any ------- securityholder of the Company other than the Selling Holders, pursuant to the demand registration rights of any such securityholder, then the number of shares to be offered for the account of the Selling Holders and all other persons or entities as well as Persons (other than the Company, then ) participating in such registration (1but not such securityholders who have exercised their demand registration rights) shall be eliminated or reduced pro rata in --- ---- proportion to the case respective number of a Primary Registration, the reduction in the amount of securities shares requested to be offered shall be made first pro rata among securities offered for registered to the accounts extent necessary to reduce the total number of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities shares requested to be offered shall be made included in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect offering to the number of shares, if any, recommended by such managing underwriters. (ii) If the managing underwriter or underwriters of any underwritten offering described in Section2.2 notify the Selling Holders requesting inclusion of Registrable Securities intended to be offered by in such offering, that the kind of securities that the Selling Holders, the proportion by which Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the amount success of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced and (B) if the combination of securities to be offered is the basis of such Underwriter's opinionoffering, (x) the x)the Registrable Securities to be included in such offering shall be reduced as (b) If, as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment a result of the managing Underwriterpro ration provisions of this Section2.3, any Selling Holder shall not be insufficient entitled to substantially eliminate the adverse effect that inclusion of the include all Registrable Securities in a Piggy-Back Registration that such Selling Holder has requested to be included would have on such offeringincluded, such Selling Holder may elect to withdraw his request to include Registrable Securities will in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election -------- ------- shall be excluded from irrevocable and, after making a Withdrawal Election, a Selling Holder shall no longer have any right to include Registrable Securities in the registration as to which such offeringWithdrawal Election was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if --------------------- the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of or 2.3 deliver a written opinion to the opinion Selling Stockholders that (i) the size of the offering that the Holderssuch Selling Stockholders, the Company and/or such and any other persons intend to make or (ii) the kind of securities that the Holderssuch Selling Stockholders, the Company and/or and any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities Shares requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders Selling Stockholders shall be reduced pro rata (according to the number of Registrable Securities proposed for registrationShares held by each such Selling Stockholder) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- that, in the case of a Piggy-Back Registration, if securities are being -------- offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities Shares intended to be offered by Holdersthe Selling Stockholders, the proportion by which the amount of such class of securities intended to be offered by Holders the Selling Stockholders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities Shares to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities Shares requested to be included would have on such offering, such Registrable Securities Shares will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are 5.1 or 5.2 deliver a written opinion to the holders of the opinion Registrable Stock or Shares convertible into or exchangeable for Registrable Stock (without regard to any restrictions on conversion or exchange by any particular holder) included in such offering that (i) the size of the offering that the HoldersShareholders, the Company and/or and such other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are is such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities Stock requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities Registrable Stock to be offered for the accounts of Holders Shareholders shall be reduced pro rata (according to the number of shares of Registrable Securities Stock proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided , PROVIDED that -------- (i) no reduction in the number of shares of Registrable Stock to be offered by one or more Exiting Holders shall be made unless the amounts of securities to be offered by other Shareholders and, in the case of a Demand Registration, the number of shares to be offered by the Company and other Shareholders shall have been reduced to zero, (ii) in the case of an Incidental Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case number of a Primary Registration, the reduction in the amount shares of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities Stock intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced Shareholders shall not exceed be reduced until the proportion by which the amount number of such class shares of securities Voting Common Stock intended to be offered by such other persons or entities Persons is reduced to zero and (iii) in the case of a Demand Registration, (A) no reduction in the number of shares of Registrable Stock to be offered by the Shareholders entitled to participate in such Demand Registration shall, if the Company shall have offered and sold Common Stock or Convertible Securities pursuant to a registration statement other than on Form S-4 or S-8 (or any successor or similar form thereto) within the last 12 months, be made unless the amount of securities to be included by the Company in such Demand Registration pursuant to the last sentence of Section 5.1(a) shall have first been reduced to zero and (B) if such Shareholders shall in any event in the combination of securities aggregate be entitled to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included include in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment Demand Registration Registrable Stock representing at least 25% of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion estimated proceeds of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. (a) Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or 2.2 hereof are of the opinion determine that (i) the size of the offering that the Holders, the Company and/or such other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company and/or any other persons or entities intend to include in such offering are is such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (Ai) with respect to a Demand Registration, and subject to the right of the Holder making such Demand Registration request to exclude any securities not held by such Holder therefrom, if the size of the offering is the basis of such Underwriter's opinionor Underwriters' determination, the Company shall not include in such registration an amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities requested to be included in such offering by all Holders and Minority Holders, as the case may be, equal to the amount recommended by Excess Amount (such managing Underwriter or Underwriters; provided that -------- reduction to be allocated pro rata among such Holders and Minority Holders, as the case may be, according to the number of Registrable Securities requested for inclusion) and (ii) in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, securities the reduction in the amount of Company seeks to include shall have priority over securities requested sought to be offered shall be made first pro rata among securities offered for included by any other Person (including the accounts of Holders and such other persons or entitiesthe Minority Holders) and, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders and Minority Holders, the proportion by which the amount of such class of securities intended to be offered by Holders and Minority Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced (it being understood that with respect to the Holders, the Minority Holders and (B) if the combination of securities to third parties, such reduction may be offered is the basis all of such Underwriter's opinion, class of securities). (xb) the Registrable Securities to be included in such offering shall be reduced as If a Minority Holder who makes a Minority Holder Demand Registration request described in clause Section 2.3 (Aa) above (subject to reasonably determines in good faith that the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment success of the managing Underwriter, offering would be insufficient to substantially eliminate adversely affected by the adverse effect that inclusion of the Registrable Securities requested to be included would then, if the size of the offering is the basis of such Minority Holder's determination, the Company shall only include in such registration an amount of Registrable Securities requested to be included in such offering by all Holders and Minority Holders, as the case may be, equal to the Includible Amount, and with respect to the allocation of the Includible Amount (i) the securities the Minority Holder who made the Minority Holder Demand Registration request seeks to include shall have on priority over securities sought to be included by any other Person (including the Holders and the other Minority Holders), (ii) the securities the Company seeks to include shall, after giving effect to clause (i) of this Section 2.4(b), have priority over securities sought to be included by any other Person (including the Holders and the other Minority Holders) and (iii) after giving effect to clauses (i) and (ii) of this Section 2.4(b), the remaining Includible Amount, if any, shall be allocated pro rata among the Holders and other Minority Holders, as the case may be, according to the number of Registrable Securities requested for inclusion. (c) If, as a result of the proration provisions of Section 2.4(a) or 2.4(b), any Selling Holder shall not be entitled to include all Registrable Securities in a Demand Registration or Piggy-Back Registration that such offeringSelling Holder has requested to be included, such Selling Holder may elect to withdraw its request to include Registrable Securities will in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall -------- ------- be excluded from irrevocable and, after making a Withdrawal Election, a Selling Holder shall no longer have any right to include Registrable Securities in the registration as to which such offeringWithdrawal Election was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are of 2.01 or Section 2.02 delivers a written opinion to the opinion Company that (i) the size of the offering that the HoldersBuyer, the Company and/or such and any other persons Persons intend to make or (ii) the kind combination of securities that the HoldersBuyer, the Company and/or any and such other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be includedaffected, then (A) if the size of the offering is the basis of such Underwriter's ’s opinion, the amount of securities Registrable Securities to be offered for the accounts account of Holders Buyer shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or UnderwritersUnderwriter; provided that -------- (x) in the case of a Demand Registration, the amount of Registrable Securities to be offered for the account of the Buyer shall be reduced only after the amount of securities to be offered for the account of the Company and such other Persons has been reduced to zero, and (y) in the case of a Piggyback Registration, if securities are being offered for the account of Persons other persons or entities as well as than the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities Registrable Securities intended to be offered by Holders for the account of Buyer is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by for the account of such other persons or entities Persons is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's ’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or), and (y) in the case of a Piggyback Registration, if the actions described in sub-clause (x) of this clause (B) would, in the judgment of the managing Underwriter, be insufficient substantially to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if in the opinion of the managing Underwriter underwriter or Underwriters underwriters of an offering described in Section 2.2 hereof are of 2(b)(i) hereof, the opinion that (i1) the size of the offering that the Holders, the Company and/or and such other persons Persons intend to make or (ii2) the kind of securities that the Holders, the Company and/or any other persons or entities Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's underwriter’s opinion, the amount of securities Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities Registrable Securities to be included in such offering to the amount recommended by such managing Underwriter underwriter or Underwritersunderwriters; provided that -------- that, if the securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other persons or entities Persons is reduced reduced; and (B) if the combination of the securities to be offered is the basis of such Underwriter's underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, or (y) if the actions described in clause (x) would, in the judgment opinion of the managing Underwriterunderwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are 4.3. deliver a written opinion to the Holders of the opinion LSC Shares requesting inclusion in such offering that (i) the size of the offering that the Holders, the Company Loral and/or such other persons Persons intend to make or (ii) the kind of securities that the Holders, the Company Loral and/or any other persons or entities Persons intend to include in such offering are is such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities LSC Shares requested to be included, then (A) if the size of the offering is the basis of such Underwriter's or Underwriters' opinion, the Loral shall not include an amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities LSC Shares requested to be included in such offering by all Holders equal to the amount recommended by Excess Amount (such managing Underwriter or Underwritersreduction to be allocated pro rata among the Holders requesting inclusion of LSC Shares in the Piggy-Back Offering); provided that -------- if securities are being offered for the account of other persons or entities Persons as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunderLoral, then with respect to the Registrable Securities LSC Shares intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities Persons is reduced (it being understood that such reduction may be all of such class of securities); and (B) if the combination of securities to be offered is the basis of such Underwriter's or Underwriters' opinion, (x) the Registrable Securities LSC Shares to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (xB)(x) would, in the judgment of the managing UnderwriterUnderwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities LSC Shares requested to be included would have on such offering, such Registrable Securities LSC Shares will be excluded from such offering. If, as a result of the proration provisions of this Section 4.4., any Holder shall not be entitled to include all LSC Shares in a Piggy-Back Offering that such Holder has requested to be included, such Holder may elect to withdraw his request to include LSC Shares in such offering (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to include LSC Shares in the offering as to which such Withdrawal Election was made.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1 or Section 2.2 hereof are shall deliver written advice to the Subscriber of the opinion Registrable Securities proposed to be included in such offering that (i) the size of the offering that the HoldersSubscriber, the Company and/or Issuer and other Persons, if any, participating in such other persons offering intend to make or (ii) the kind type of securities that the HoldersSubscriber, the Company and/or any Issuer and such other persons or entities Persons intend to include in such offering are such that the success of the such offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such managing Underwriter's opinionor Underwriters' advice, the amount of securities to be offered for the respective accounts of Holders the Subscribers and such other Persons shall be reduced pro rata (according to the amount of Registrable Securities and other securities proposed for to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- no such reduction shall affect the amount of securities to be sold by the Issuer on a primary basis pursuant to such registration; and provided further that if securities are being offered for the account of other persons or entities as well as the CompanyPersons not contractually entitled to registration, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered for the account of Persons contractually entitled to registration (including, without limitation, the Subscriber) shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in reduced only after the amount of securities requested to be offered shall be made in accordance with the terms on account of the Persons not contractually entitled to registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect reduced by an amount equal to the Registrable Securities intended total amount of all securities to be offered by Holders, the proportion by which the amount of such class of securities intended Persons not contractually entitled to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced registration; and (B) if the combination type of securities to be offered is the basis of such managing Underwriter's opinionor Underwriters' advice, then (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso provisos in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing UnderwriterUnderwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

Reduction of Offering. Notwithstanding anything --------------------- contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof are or 2.3 deliver a written opinion to the Company and the Holders of the opinion Registrable Securities included in such offering that (i) the size of the offering that the Holders, the Company and/or and such other persons intend to make or (ii) the kind of securities that the Holders, the Company and/or and any other persons or entities intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter's opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that -------- PROVIDED that, in the case of a Piggy-Back Registration, if securities are being offered for the account of other persons or entities as well as the Company, then (1) in the case of a Primary Registration, the reduction in the amount of securities requested to be offered shall be made first pro rata among securities offered for the accounts of Holders and such other persons or entities, and (2) in the case of a Secondary Registration, the reduction in the amount of securities requested to be offered shall be made in accordance with the terms of the registration rights agreement pursuant to which such Secondary Registration is made, provided that if any such registration -------- rights agreement is silent with respect to reductions in shares being registered thereunder, then with respect to the Registrable Securities securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other persons or entities is reduced reduced; and (B) if the combination of securities to be offered is the basis of such Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.