Common use of Demand Rights Clause in Contracts

Demand Rights. At any time after the expiration of the Lockup Period, Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then any Holder that beneficially owns more than 5% of the Company’s then outstanding Company Shares, (each such Holder, a “5% Demanding Holder”, and together with Investor Holdco, the “Demand Party”), may, subject to Section 3.11, make a written request (a “Demand Notice”) to the Company for Registration of all or part of the Registrable Securities held by the Demand Party (i) on Form S-1 (a “Long-Form Registration”) or (ii) on Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities held by the Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a Demand Notice from Investor Holdco, the aggregate amount of Registrable Securities shall include Registrable Securities from each member of the ABS Control Group on a pro rata basis based on each such member’s beneficial ownership of Registrable Securities, unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03. Subject to Section 3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requests.

Demand Rights. At any time (i) after the expiration of the Lockup Period, Investor Holdco, or, if Investor Holdco is no longer a Holder (A) any Holders (other than the RockPile Holders) that collectively and beneficially own at least 20% of the total issued and outstanding Registrable Securities, then (B) any Holder Holders (other than the RockPile Holders) that collectively and beneficially owns more than 5own at least 10% of the Company’s then total issued and outstanding Company SharesRegistrable Securities, provided they beneficially own Registrable Securities equivalent to at least 50% of the Registrable Securities beneficially owned by them as of the Effective Date, or (ii) after the expiration of the RockPile Lockup Period, RockPile Holdco or the White Deer Holder (each such HolderHolder in clause (i) or (ii), a “5% Demanding Holder”, and together with Investor Holdco, the “Demand Party”), may, subject to Section 3.11, make a written request (a “Demand Notice”) to the Company for Registration of all or part of the Registrable Securities held by the Demand Party (or, with respect to a Demand Notice by RockPile Holdco or the White Deer Holder, all or part of the Registrable Securities held by the RockPile Holders) (i) on Form S-1 (a “Long-Form Registration”) or (ii) on Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities held by the Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a Demand Notice from Investor Holdco, the aggregate amount of Registrable Securities shall include Registrable Securities from each member of the ABS Control Group Investor Holdco on a pro rata basis based on each such member’s beneficial ownership of Registrable Securities, unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03. Registrable Securities requested to be included on behalf of the RockPile Holders shall be included pro rata from each RockPile Holder based on each such Holders’ beneficial ownership of Registrable Securities unless all RockPile Holders have provided the Company with their written consent to such request. Subject to Section 3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requests. Notwithstanding any provisions contained herein, including but not limited to Section 3.02(b), the Company shall not be obligated to maintain a registration statement pursuant to a Demand Registration effective for more than (x) 360 days plus the length of any period in which either a Demand Suspension or Shelf Suspension is in effect instituted by the Company pursuant to Section 3.01(d) or Section 3.02(d), respectively, during such 360 day period or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto.

Demand Rights. (a) At any time after the expiration 180th day following the Effective Date, each Rightholder shall have the right to require Holdings to file a registration statement on Form X-x, X-0 or F-3 (or Form X-0, X-0 or S-3) under the Securities Act for a public offering of all or any number of the Lockup PeriodRegistrable Shares held by its Rightholder Group, Investor Holdcoby delivering to Holdings written notice stating that such right is being exercised, or, if Investor Holdco is no longer a Holder naming the members of its Rightholder Group whose Registrable Securities, then any Holder that beneficially owns more than 5% of the Company’s then outstanding Company Shares, Shares are to be included in such registration (each such Holder, a “5% Demanding Holder”, and together with Investor Holdcocollectively, the “Demand PartyDemanding Shareholders”), may, subject specifying the number of each such Demanding Shareholder’s Registrable Shares to Section 3.11, make a written request be included in such registration and describing the intended method of distribution thereof (a “Demand NoticeRequest”). Bowenvale may, on behalf of a Rightholder in accordance with Section 1.9, deliver to Holdings a Demand Request; such Demand Request shall, in addition to the information required under the first sentence of this Section 1.1 (a), specify which Rightholder’s demand registration right is being exercised. Two or more Rightholders may jointly deliver to Holdings a Demand Request and such shall constitute only one Demand Request for purposes of Section l.l(b)(iii); such Demand Request shall, in addition to the information required under the first sentence of this Section l.l(a), specify which Rightholder’s demand registration right is being exercised. Holdings shall give prompt written notice of a Demand Request (a “Notice of Demand Request”) to the Company for Registration of Rightholders that are not making the Demand Request. Each other Rightholder shall have the right to require that all or part any number of the Registrable Securities Shares held by its Rightholder Group be included in such registration, by delivering to Holdings a written notice stating that such right is being exercised, naming the Demand Party members of its Rightholder Group whose Registrable Shares are to be included in such registration (icollectively, the “Joining Shareholders”) on Form S-1 and specifying the number of each such Joining Shareholder’s Registrable Shares to be included in such Registration Statement (a “Long-Form Registration”) or (ii) on Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “Demand RegistrationJoining Request”). Each Demand Notice shall specify the aggregate amount of Registrable Securities held by the Demand Party to be registered and the intended methods of disposition thereofBowenvale may, provided that in the case on behalf of a Demand Notice from Investor Holdco, the aggregate amount of Registrable Securities shall include Registrable Securities from each member of the ABS Control Group on a pro rata basis based on each such member’s beneficial ownership of Registrable Securities, unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities Rightholder in accordance with Section 2.031.9, deliver to Holdings a Joining Request specifying which Rightholder has exercised its right to require Bowenvale to deliver such Joining Request. Subject to Section 3.11To be effective, a Joining Request must be given on or before the fifteenth (15th) day after delivery the Notice of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case Request is given by Holdings. Upon receipt of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form RegistrationDemand Request, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) Holdings shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective effect the registration under (x) the Securities Act of the Registrable Shares included in the Demand Request and the Registrable Shares included in any Joining Request, all to the extent necessary to permit the Demanding Shareholders and the Joining Shareholders (y) individually, a “Seller” and, collectively, the “Blue Sky” laws Sellers”) to sell or otherwise dispose of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requeststheir respective Registrable Shares included in the registration in accordance with the intended method of distribution. The rights and obligations of the parties listed under this Section 1.1 (a) are subject to the other provisions of this Agreement.

Demand Rights. (a) At any time on and after the expiration 180th day following the date of the Lockup Periodprospectus relating to the IPO (the "IPO Lock-Up Date") (unless the Company consents to an earlier date), Investor Holdco, each Rightholder shall have the right on one occasion or, if Investor Holdco is no longer in the case of AIG, on two occasions, to require the Company to file a Holder registration statement on Form X-0, X-0 or S-3 (or Form F-1, F-2 or F-3) under the Securities Act for a public offering of all or any number of the Registrable Shares held by its Rightholder Group or, in the case of AIG, for any number of Registrable Securities, then any Holder that beneficially owns more than 5% of the Company’s then outstanding Company Option Shares, (each such Holder, a “5% Demanding Holder”, and together with Investor Holdco, the “Demand Party”), may, subject to Section 3.11, make a written request (a “Demand Notice”) by delivering to the Company written notice stating that such right is being exercised, naming the members of its Rightholder Group whose Registrable Shares are to be included in such registration (collectively, the "Demanding Shareholders"), specifying the number of each such Demanding Shareholder's Registrable Shares or Registrable Option Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"); provided, however, in the event the AIG Option becomes exercisable prior to the IPO Lock-Up Date, AIG may of right demand one registration at such time for Registration any number of all or part of the Registrable Securities held by the Demand Party Option Shares either (i) on Form S-1 (a “Long-Form Registration”) in connection with the merger or consolidation of the Company out of existence or the sale or lease of substantially all of the assets of the Company or (ii) on Form S-3 if necessary, in the judgment of AIG, to comply with its obligation to dispose of any shares obtained pursuant to exercise of the AIG Option that would result in AIG becoming a "United States 25% Shareholder" as defined in the AIG Option (a “Shortan "Inter Lock-Form Registration”) if the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”Up AIG Request"). Each Two or more Rightholders may join together in making a joint Demand Notice Request. The Company shall specify the aggregate amount of Registrable Securities held by the Demand Party to be registered and the intended methods of disposition thereof, provided that in the case give prompt written notice of a Demand Request (a "Notice from Investor Holdcoof Demand Request") to each Rightholder that is not making the Demand Request. Other than with respect to an Inter Lock-Up AIG Request, each such other Rightholder shall have the right to require that all or any number of the Registrable Shares or Registrable Option Shares held by its Rightholder Group be included in such registration, by delivering to the Company a written notice stating that such right is being exercised, naming the members of its Rightholder Group whose Registrable Shares or Registrable Option Shares are to be included in such registration (collectively, the aggregate amount "Joining Shareholders") and specifying the number of each such Joining Shareholder's Registrable Shares or Registrable Option Shares to be included in such Registration Statement (a "Joining Request"). To be effective, a Joining Request must be given on or before the fifteenth (15th) day after the Notice of Demand Request is given by the Company. In the event that AIG delivers a Demand Request or a Joining Request with respect to Registrable Option Shares, such Demand Request or Joining Request shall, in addition to the matters set forth above, indicate AIG's intention to exercise the AIG Option and the number of Registrable Securities shall include Registrable Securities from each member Option Shares to be purchased upon such exercise and to be included in the registration to which such request relates; provided, however, that the exercise of the ABS Control Group on AIG Option shall be effective only immediately prior to, and contingent upon, the closing of the public offering to which the requested registration relates. Upon receipt of a pro rata basis based on each such member’s beneficial ownership of Registrable Securities, unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03. Subject to Section 3.11, after delivery of such Demand NoticeRequest, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective effect the registration under (x) the Securities Act of the Registrable Shares or Registrable Option Shares included in the Demand Request and the Registrable Shares or Registrable Option Shares included in any Joining Request, all to the extent necessary to permit the Demanding Shareholders and the Joining Shareholders (ycollectively, the "Sellers") to sell or otherwise dispose of their respective Registrable Shares or Registrable Option Shares included in the “Blue Sky” laws registration in accordance with the intended method of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requestsdistribution. The rights and obligations of the parties listed under this Section 1.1(a) are subject to the other provisions of this Agreement.

Demand Rights. At any time after Following the expiration first anniversary of the Lockup Periodconsummation of an IPO, Investor Holdco, or, if Investor Holdco is no longer (x) Platinum shall be entitled to one (1) demand registration (other than a Holder of Registrable Securities, then registration on Form S-3 or any Holder that beneficially owns more than 5% equivalent successor form) and (y) each of the Company’s then outstanding Company SharesMinority Investors shall be entitled to unlimited demand registration rights for non-underwritten, (each such Holder, a “5% Demanding Holder”, and together with Investor Holdco, the “Demand Party”), may, subject to Section 3.11, make a written request (a “Demand Notice”) to the Company for Registration of all or part of the Registrable Securities held by the Demand Party (i) resale shelf registrations on Form S-1 S-3 or any equivalent successor form (a “Long-Form Registration”) or (ii) provided, that any such demand registration on Form S-3 (a “Short-Form Registration”or any equivalent successor form) shall be an underwritten offering if the demanding Minority Investor agrees to pay its pro rata share of all out-of-pocket expenses incurred by the Company qualifies to use such short form deliver opinions, comfort letters and other deliverables that the underwriters require under the underwriting agreement), subject to customary exceptions or limitations to be agreed upon by the Supermajority Investors (including with respect to the number and frequency of any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”underwritten offerings). Each Demand Notice shall specify Except with the aggregate amount prior approval of Registrable Securities held by the Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a Demand Notice from Investor HoldcoSupermajority Investors, the aggregate amount of Registrable Securities Company shall include Registrable Securities from each member of not grant to any Person the ABS Control Group right to request the Company to register any Units or other equity securities unless such registration rights also permit the Minority Investors the right to participate in any such registration on a pro rata basis (based on the number of Units or other equity securities requested to be included in such registration) on a basis no less favorable to the Minority Investors than that of the party being granted such registration rights. The registration rights agreement (whether as a separate agreement or an agreement that is included directly into the Amended LLC Agreement) shall be in form and substance consistent with this term sheet and otherwise reasonably satisfactory to the Supermajority Investors. BOARD REPRESENTATION The Company shall be governed by the Board. Upon and following the Effective Date, the Board shall comprise such number of managers as determined by the Majority Unitholders (as defined below); provided that: (i) for so long as Centerbridge holds (A) at least seventy-five (75%) of the Units held by Centerbridge as of the Effective Date (subject to Adjustments), and (B) a greater percentage of the Units than any other Unitholder and its Affiliates and Related Funds, Centerbridge shall be entitled to appoint a majority of the members of the Board; (ii) the Board shall include the Chief Executive Officer (or equivalent) of the Company, and (iii) for so long as Platinum continues to hold at least seventy-five (75%) of the Units held by Platinum as of the Effective Date, the Board shall include one (1) member designated by the Majority Minority Investors (as defined below)(the “Majority Minority Designee”). Any committee of the Board shall include the Majority Minority Designee. The Board shall meet at least once per calendar quarter. Managers (acting in their capacity as such) shall have the same fiduciary duties as directors of a Delaware corporation; provided, however, that, subject to customary confidentiality (but not non-use) obligations in favor of the Company, the Unitholders (who are not also employees or officers of the Company or any of its Subsidiaries) and their Affiliates, directors, principals, officers, employees and/or other representatives (including any of the foregoing that may be a manager of the Company or a member of any Subsidiary Governing Body (as defined below)) may engage in, and have no duty or obligation to refer or offer to the Company or any of its Affiliates, any corporate (or analogous) or business opportunity, and the Company and each such member’s beneficial ownership Subsidiary of Registrable Securitiesthe Company will renounce any interest or expectancy in any corporate (or analogous) or business opportunity which may be an opportunity for any of the foregoing Persons. Except for any decision-making powers that the managers in their good faith and informed judgment deem appropriate to delegate to any (x) committee of the Board or any committee of a Subsidiary Governing Body or (y) officer of the Company or any Subsidiary of the Company, unless such member otherwise directs Investor Holdco all decisions with respect to include less than its pro rata share matters that are not in the ordinary course of Registrable Securities in accordance with Section 2.03. Subject business of the Company or any Subsidiary of the Company, or that are material to Section 3.11, after delivery the business and affairs of such Demand Notice, the Company or any Subsidiary of the Company (xas applicable), shall be made by the Board or the applicable Subsidiary Governing Body. Each manager shall be reimbursed for reasonable expenses incurred in the performance of his or her duties as a manager. In the event the Majority Minority Investors (as defined below) reasonably determine that the governance of the Company and its Subsidiaries is not being conducted by the Board as contemplated by this Agreement, at their election, the composition of the board of managers or other governing body of any Subsidiary of the Company (each, a “Subsidiary Governing Body”) shall file promptly (andinclude the Majority Minority Designee, in any event, within (i) ninety (90) days subject in the case of non-U.S. Subsidiaries, to any applicable non-U.S. laws. The Amended LLC Agreement will contain a request for a Long-Form Registration or (ii) thirty (30) days customary voting agreement obligating each Unitholder to vote its voting Units in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) accordance with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requeststhese terms.

Demand Rights. At any time after the expiration of the Lockup Period, Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then any Holder that beneficially owns more than 5% of the Company’s then outstanding Company Shares, (each such Holder, a “5% Demanding Holder”, and together with Investor Holdco, the “Demand Party”), may, subject to Section 3.11, make a written request (a “Demand Notice”) to the Company for Registration of all or part of the Registrable Securities held by the Demand Party (i) on Form S-1 (a “Long-Form Registration”) or (ii) on Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities held by the Demand Party to be registered and the intended methods of disposition thereof, provided that in the case of a Demand Notice from Investor Holdco, the aggregate amount of Registrable Securities shall include Registrable Securities from each member of the ABS Control Group on a pro rata basis based on each such member’s beneficial ownership of Registrable Securities, unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03. Subject to Section 3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the Securities Act and (y) the “Blue Sky” or securities laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requests.

Demand Rights. At any time on or after January 1, 2025, and prior to December 31, 2031, Investor (on behalf of any Holder) shall have the expiration right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if Investor reasonably expects (for any Holder) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the Lockup Period, then-outstanding Registrable Securities held by any applicable Selling Holder. Investor Holdco, or, if Investor Holdco is no longer a Holder (on behalf of Registrable Securities, then any Holder that beneficially owns more than 5% of the Company’s then outstanding Company Shares, (each Holder) shall exercise any such Holder, a “5% Demanding Holder”, and together with Investor Holdco, the “Demand Party”), may, subject to Section 3.11, make demand registration right by delivering a written request notice (a “Demand Notice”) to the Company for Registration Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that Investor shall have the right (on behalf of all or part Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than four (4) times (and not more frequently than once in any six-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding six-month period in which Investor (on behalf of the Registrable Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, Investor (on behalf of all Holders) has been reduced in the amount of Registerable Securities held included in such offering pursuant to Section 2.02(b) by the Demand Party twenty-five percent (i) on Form S-1 (a “Long-Form Registration”25%) or (ii) on Form S-3 (a “Short-Form Registration”) if more of the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form RegistrationIncluded Registrable Securities; provided, a “Demand Registration”). Each Demand Notice shall specify further, that the aggregate amount of Registerable Securities that may be included in Underwritten Offerings pursuant to demand registration rights exercised in any twelve month period pursuant to this Section 2.03 shall not exceed one third of the aggregate number of Registrable Securities held by that would be outstanding as of the Demand Party to be registered and the intended methods date of disposition thereof, provided that in the case delivery of a Demand Notice from Investor Holdco, if all of the aggregate amount Non-Voting NEP Common Units issued on such date were converted on such date into Common Units (or such larger number of Registrable Securities shall include Registrable Securities from each member to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition, or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the ABS Control Group Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in good faith in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend Investor’s right to require the Partnership to conduct an Underwritten Offering on a pro rata basis based on each such memberSelling Holder’s beneficial ownership of Registrable Securities, unless such member otherwise directs Investor Holdco behalf pursuant to include less than its pro rata share of Registrable Securities in accordance with this Section 2.03. Subject ; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, 2.03 once in any event, within (i) six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in the case of a request for a Longany 180-Form Registration day period or one hundred twenty (ii) thirty (30120) days in the case of a request for a Shortany 365-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requestsday period.

Demand Rights. At any time on or after January 1, 2025, and prior to December 31, 2031, Investor (on behalf of any Holder) shall have the expiration right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if Investor reasonably expects (for any Holder) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the Lockup Period, then-outstanding Registrable Securities held by any applicable Selling Holder. Investor Holdco, or, if Investor Holdco is no longer a Holder (on behalf of Registrable Securities, then any Holder that beneficially owns more than 5% of the Company’s then outstanding Company Shares, (each Holder) shall exercise any such Holder, a “5% Demanding Holder”, and together with Investor Holdco, the “Demand Party”), may, subject to Section 3.11, make demand registration right by delivering a written request notice (a “Demand Notice”) to the Company for Registration Partnership specifying that (x) it is exercising a demand registration right, (y) the name of each Selling Holder, and (z) the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that Investor shall have the right (on behalf of all or part Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than four (4) times (and not more frequently than once in any six-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding six-month period in which Investor (on behalf of the Registrable Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02, or, if the Partnership has conducted such an Underwritten Offering, Investor (on behalf of all Holders) has been reduced in the amount of Registerable Securities held included in such offering pursuant to Section 2.02(b) by the Demand Party twenty-five percent (i) on Form S-1 (a “Long-Form Registration”25%) or (ii) on Form S-3 (a “Short-Form Registration”) if more of the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form RegistrationIncluded Registrable Securities; provided, a “Demand Registration”). Each Demand Notice shall specify further, that the aggregate amount of Registerable Securities that may be included in Underwritten Offerings pursuant to demand registration rights exercised in any twelve month period pursuant to this Section 2.03 shall not exceed one third of the aggregate number of Registrable Securities held by outstanding as of the Demand Party to be registered and the intended methods date of disposition thereof, provided that in the case delivery of a Demand Notice from Investor Holdco, the aggregate amount (or such larger number of Registrable Securities shall include Registrable Securities from each member to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition, or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the ABS Control Group Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in good faith in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend Investor’s right to require the Partnership to conduct an Underwritten Offering on a pro rata basis based on each such memberSelling Holder’s beneficial ownership of Registrable Securities, unless such member otherwise directs Investor Holdco behalf pursuant to include less than its pro rata share of Registrable Securities in accordance with this Section 2.03. Subject ; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, 2.03 once in any event, within (i) six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in the case of a request for a Longany 180-Form Registration day period or one hundred twenty (ii) thirty (30120) days in the case of a request for a Shortany 365-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requestsday period.