Common use of Requests for Registration Clause in Contracts

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

Requests for Registration. Subject to the terms and conditions of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) , the Holders of a majority of the Brentwood PikCo Registrable Securities may at any time and from time to time request registration by Holdingsregistration, Parent whether underwritten or New Holdco, as applicableotherwise, under the Securities Act of all or part of their Registrable Securities on Form S-1 S-1, Form F-1 or any similar long-form registration (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or Form F-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or ), if available. All registrations requested pursuant to this Section 2 and any portion of the Registrable Securities held by Holdings or such Person(s). (iii) underwritten offerings with respect thereto, are referred to herein as “Demand Registrations”. Each request for a Demand Long-Form Registration shall be made to the applicable Registrant and or Short-Form Registration shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten twenty (1020) days after receipt of any such requestrequest for a Long-Form Registration or Short-Form Registration, the applicable Registrant shall Company will give written notice of such requested registration to each Unitholder, all other Holders and will include (subject to the terms provisions of Section 2(d), shall include this Agreement including clause (d) below) in such registration (and in all related registrations and or qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen five (155) days after the receipt of the Company’s notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by such requesting holderthe Holder in breach of the terms of this agreement.

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

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

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

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

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

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

Requests for Registration. Subject to At any time after the terms and conditions of this Section 2: date that is 180 days after an Initial Public Offering, (i) the holders of a majority of the Apollo Registrable Securities or (ii) the holders of a majority of the Carlyle Registrable Securities, each may request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, such holders may request registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement (“Short-Form Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to paragraph 1(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt of the Company’s notice. Subject to paragraph 5(b), a Demand Registration shall not count as a request for registration pursuant to this paragraph 1 if at least 50% of the Registrable Securities that the holders initiating such Demand Registration have requested to be registered in such Demand Registration are not registered for reasons other than their voluntary decision not to do so. All registrations requested pursuant to this Section 2(aparagraph 1(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the applicable Registrant shall give written notice of such requested registration to each Unitholder, subject to the terms of Section 2(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant has received written requests for inclusion therein within fifteen (15) days after the receipt of the notice by such requesting holder.

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

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

Requests for Registration. Subject The Majority ▇▇▇▇▇▇ ▇▇▇▇▇ Holders may request by written notice to the terms and conditions of this Section 2: (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may Manager at any time and or from time to time request the registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “"Long-Form Registrations”") or on Form S-2 or S-3 or any similar short-form registration (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “"Short-Form Registrations”") if available. The Majority Non-▇▇▇▇▇▇ ▇▇▇▇▇ Holders may request by written notice to the Manager on not more than two occasions a short-form Registration of all or any portion of the their Registrable Securities held by Holdings or such Person(s). (iiiso long as the Manager has become eligible to use any applicable short form. All registrations requested pursuant to this Section 5.1(a) are referred to herein as "Demand Registrations". Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such request, the applicable Registrant Manager shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities, which notice shall offer such holders the opportunity to participate in the registration on the terms hereof, and shall include, subject to the terms of Section 2(d), shall include 5.1(d) in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Manager has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderManager's notice. Notwithstanding anything to the contrary herein, unless the Manager agrees otherwise, the Manager shall not be required to effect a "shelf" registration under this Section 5.1(a).

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

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

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

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

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

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

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

Requests for Registration. Subject to At any time after the terms and conditions date hereof, the holders of this Section 2: at least a majority of MDCP Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities (i) on Form S-1 or any similar long-form registration (“Long-Form Registrations”) and (ii) on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available. In addition, from and after February 17, 2008, the holders of at least a majority of Aldabra Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities in the form of (i) a Long-Form Registration and (ii) a Short-Form Registration, if available. All registrations requested pursuant to this Section 2(a3(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) of a majority of the Brentwood Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act on Form S-1 or any similar long-form (registrations on such form referred to as “Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms, including pursuant to Rule 415 under the Securities Act, referred to as “Short-Form Registrations”) of all or any portion of the Registrable Securities held by Holdings or such Person(s). (iii) ” Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholder, all other holders of Registrable Securities and (subject to the terms remainder of this Section 2(d), 3) shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany’s notice.

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

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

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

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

Requests for Registration. Subject to the terms and conditions other provisions ------------------------- herein, at any time after 270 days after the Company has completed a firm commitment underwritten initial public offering led by an investment bank with a national reputation of this Section 2: its Common Stock under the Securities Act (i) All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” (ii) Holder(s) the "Initial Public Offering"), the holders of at least a majority of the Brentwood Registrable Securities may at any time and from time to time request registration by Holdings, Parent or New Holdco, as applicable, under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (registrations on such form referred to as “"Long-Form Registrations”) or on Form S-3 or any similar short-form (registrations on such forms"), including pursuant to Rule 415 and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act, referred to as “Short-Form Registrations”) Act of all or any portion of the their Registrable Securities held by Holdings or such Person(s). on Form S-3 (iii"Short-Form Registrations") if available. All registrations requested pursuant to this paragraph 1(a) are referred to herein as "Demand Registrations". Each request for a Demand Registration shall be made to the applicable Registrant and shall specify the approximate number of the Registrable Securities requested to be registered, registered and the anticipated per share price range for such offering and the intended method of distributionoffering. Within ten (10) days after receipt of any such request, the applicable Registrant Company shall give written notice of such requested registration to each Unitholderall other holders of Registrable Securities and, subject to the terms of Section 2(d)paragraph (d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities with respect to which such Registrant the Company has received written requests for inclusion therein within fifteen (15) 15 days after the receipt of the notice by such requesting holderCompany's notice.

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

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

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

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

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