Common use of Priority on Demand Registration Clause in Contracts

Priority on Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. Notwithstanding If the foregoing, if Demand Notice includes a request for an Underwritten Offering and the managing underwriter or underwriters of an such Underwritten Offering Offering, selected by the Company pursuant to Section 8, to which such Demand Registration relates advises advise the Holder or Holders initiating the Demand Registration pursuant to Section 3(a) (the “Initiating Holders”) and the Participating Demand Holders in writing that the total amount of Registrable Securities that such the Initiating Holders and the Participating Demand Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, shall be reduced and there will shall be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities Offering (the “Maximum Number of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessarySecurities”) and the remaining allocation available for sale, if any, Participating Demand Holders and the Initiating Holders shall be allocated entitled to participate on a pro rata among the other Holders basis based on the basis of the number amount of Registrable Securities requested to be included therein in such Underwritten Offering by each such HolderParticipating Demand Holder and Initiating Holder so as not to exceed the Maximum Number of Securities.

Priority on Demand Registration. Notwithstanding If the foregoing, if the sole or managing underwriter or underwriters of an Underwritten Offering to which such a Demand Registration relates advises the Holders Company in writing that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then its opinion the number of Registrable Securities and other securities requested to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering exceeds the largest number of Registrable Securities thatand other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the greatest number of (i) Registrable Securities proposed to be registered by the holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in respect of Registrable Securities hereunder proposed to be registered by the holders thereof and (iii) securities proposed to be registered by the Company for its own account which in the opinion of such managing underwriter or underwriters, underwriters can be sold in such offering without materially and adversely affecting the success distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, ratably among the holders of Registrable Securities, the holders of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Other Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) Rights and the remaining allocation available for saleCompany, if anybased (A) as between the Company and such holders requesting registration, shall on the respective amounts of securities requested to be allocated pro rata registered, and (B) as among the other Holders holders requesting registration, on the basis of the number respective amounts of Registrable Securities (whether requested to be included therein registered pursuant to Section 5.1 or 5.2) and securities subject to such Other Registration Rights, as the case may be, held by each such Holderholder; provided, however, that the Company shall have the right (the “Priority Right”) to receive priority over all holders of Registrable Securities in any Demand Registration to be effected under this Section 5.1 with respect to securities that the Company proposes to include in such registration for its own account by giving written notice of its election to exercise such Priority Right to the holders of Registrable Securities requesting registration thereof.

Priority on Demand Registration. Notwithstanding If any of the foregoingRegistrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, if and the managing underwriter or underwriters advise the holders of an Underwritten Offering to which such Demand Registration relates advises the Holders securities in writing that in its view the total amount of Registrable Securities that such Holders intend securities proposed to include be sold in such Demand Registration offering is in the aggregate such as to materially and adversely affect the success of such offeringoffering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in the Registration Statement pursuant to incidental or piggyback registration rights), then the number amount of Registrable Securities securities to be included in offered (i) for the account of Demanding Qualified Holders and (ii) for the account of all such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering other Persons (other than the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering Demanding Qualified Holders) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary) , all securities of the Company requested to be included by such other Persons and the remaining allocation available for salethen, if anynecessary, shall be allocated pro rata among reducing the other Holders on the basis of the number of Registrable Securities requested to be included therein by each the Demanding Qualified Holders, pro rata among such Holdermembers on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such members. In connection with any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration except as provided in subsection 3(d)(ii) hereof, and such registration shall not reduce the number of available registrations with respect to the Qualified Holders under this Section 3 in the event that the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that the Demanding Qualified Holders requested be included.

Priority on Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of All Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities requested to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority be included unless the offering is to be underwritten and the managing underwriters advise the Corporation in such Underwritten Offering to the full extent writing that all of the Registrable Securities requested to be included may not be sold without adversely affecting the marketability of the offering. In such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offeringcase, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for saleoffering, if any, shall be allocated first, pro rata among the Former Senior Noteholders on the basis of the total number of Registrable Securities requested by each such holder to be included and second, pro rata among the other Holders holders of Registrable Securities requested to be included pursuant to SECTION 4.2 on the basis of the total number of Registrable Securities requested to be included therein pursuant to SECTION 4.2. If all Registrable Securities requested to be included in the Demand Registration are so included, the Corporation may include in the Demand Registration other securities to be sold by each the Corporation for its own account or to be sold by other Persons, unless the managing underwriters advise the Corporation in writing that in their opinion the inclusion of such Holderother securities will cause the number of Registrable Securities and other securities requested to be included in the offering to exceed the number which may be sold without adversely affecting the marketability of the offering.

Priority on Demand Registration. Notwithstanding If any of the foregoingRegistrable Securities registered pursuant to a Demand Registration are to be sold in an Underwritten Offering, if and the managing underwriter or underwriters underwriter(s) advise the holders of an Underwritten Offering to which such Demand Registration relates advises the Holders securities in writing that in its good faith opinion the total number or dollar amount of Registrable Securities that proposed to be sold in such Holders intend offering (including, without limitation, securities proposed to be included by other Shareholders of securities entitled to include securities in such Demand Registration Statement pursuant to piggyback registration rights pursuant to this Agreement) is in the aggregate such as to materially and adversely affect the success price, timing or distribution of such offeringUnderwritten Offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will shall be included in such Underwritten Offering the largest number or dollar amount of Registrable Securities that, that in the opinion of such managing underwriter or underwriters, underwriter(s) can be sold without materially and adversely affecting the success of such Underwritten Offering. The , and such number of Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro pro-rata among the other Holders Shareholders of Registrable Securities that have requested to participate in such Demand Registration on the basis of the number percentage of the Registrable Securities requested to be included therein in such Registration Statement by each such Holderholders. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitations shall be included in such offering.

Priority on Demand Registration. Notwithstanding If any of the foregoingRegistrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, if and the managing underwriter or underwriters advise the holders of an Underwritten Offering to which such Demand Registration relates advises the Holders that securities in writing that, in its view, the total amount of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration offering is in the aggregate such as to materially and adversely affect the success of such offeringoffering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in the Registration Statement pursuant to incidental or piggyback registration rights), then the number amount of securities to be offered (i) for the account of the members of the Demanding Qualified Holder Group and any other holders of Registrable Securities to be included in and (ii) for the account of all such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities other Persons (other than members of the Demanding Qualified Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering Group) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary) , all securities of the Company requested to be included by such other Persons and the remaining allocation available for salethen, if anynecessary, shall reducing the securities requested to be allocated included by the members of the Demanding Qualified Holder Group and any other holders of Registrable Securities requesting such registration pro rata among the other Holders such holders on the basis of the number percentage of the Registrable Securities requested to be included therein in such Registration Statement by each such Holderholders. In connection with any Demand Registration to which the provisions of this Section 3(b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration except as provided in Section 3(d)(ii) hereof, and such registration shall not reduce the number of available Demand Registrations with respect to the Demanding Qualified Holder Group under this Section 3 in the event that the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that members of the Demanding Qualified Holder Group requested be included.

Priority on Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of All Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities requested to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority be included unless the offering is to be underwritten and the managing underwriters advise the Corporation in such Underwritten Offering to the full extent writing that all of the Registrable Securities requested to be included may not be sold without adversely affecting the marketability of the offering. In such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offeringcase, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for saleoffering, if any, shall be allocated first, pro rata among the Former Senior Noteholders on the basis of the total number of Registrable Securities requested by each such holder to be included and second, pro rata among the other Holders holders of Registrable Securities requested to be included pursuant to Section 4.2 on the basis of the total number of Registrable Securities requested to be included therein pursuant to Section 4.2. If all Registrable Securities requested to be included in the Demand Registration are so included, the Corporation may include in the Demand Registration other securities to be sold by each the Corporation for its own account or to be sold by other Persons, unless the managing underwriters advise the Corporation in writing that in their opinion the inclusion of such Holderother securities will cause the number of Registrable Securities and other securities requested to be included in the offering to exceed the number which may be sold without adversely affecting the marketability of the offering.

Priority on Demand Registration. Notwithstanding Subject to the foregoingprovisions set forth in Sections 3(a)(iv) and (v) and Section 3(b) regarding CNET's priority, if Registrable Securities are to be registered pursuant to a Demand Registration, NBCi shall provide written notice to the other Holders and will permit all such Holders who request to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. In connection with any Demand Registration, NBCi may include securities for its own account and/or for the account of other holders of NBCi's securities in such registration to the extent agreed to by the underwriters. If the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The , the Registrable Securities of the Holder or Holders initiating the Demand Registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders (including NBCi) desire to sell (unless these securities would materially and adversely affect the success of such offeringsell, PROVIDED that, in which case the number of such Holder's Registrable Securities included in event the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder.the initiating Holders and NBCi in the aggregate exceeds the number of Registrable Securities to be included in the Underwritten Offering, then:

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in one or more firm commitment underwritten offerings, the Company may also provide written notice to other holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all such other holders who request to be included in the Demand Registration to include any or all equity securities held by such other holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering the offering to which such Demand Registration relates advises the Holders holders of Registrable Securities that the total amount of Registrable Securities and securities that such Holders other equity security holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities to be offered for the account of the holders of such other equity securities will be reduced, to zero if necessary (pro rata among such other holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering firm commitment underwritten offering only the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders holders of Registrable Securities on the basis of the number amount of Registrable Securities requested to be included therein by each such Holderholder.

Priority on Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders Company and the participating Purchasers in writing that the total amount of Registrable Securities that such Holders the participating Purchasers, the Company and any other Person intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities thatDemand Registration, in the opinion of such managing underwriter or underwriters(i) first, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of securities that the Purchasers propose to sell pursuant to such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) Demand Registration and the remaining allocation available for salenumber of securities, if any, shall be allocated determined pro rata among the other Holders on the basis of the number of Registrable Securities Shares owned by each participating Purchaser, (ii) second, to the extent that the number of securities in clause (i) above is less than the number of securities which the Company and Purchasers have been advised can be sold in such offering without having the adverse effect referred to above, the securities, if any, sought to be included by the Company in the offering, and (iii) third, to the extent that the number of securities in clauses (i) and (ii) above is less than the number of securities which the Company and the Purchasers have been advised can be sold in such offering without having the adverse effect referred to above, the number of securities, if any, requested to be included therein in such offering by each any other Persons pursuant to similar registration rights, determined pro rata on the basis of the number of shares of the class being sold owned by such Holderother Persons requesting registration, collectively.

Priority on Demand Registration. Notwithstanding the foregoingWith respect to any Demand Registration, if the managing underwriter or underwriters of an such Underwritten Offering to which such Demand Registration relates advises advise the Holders Company and the selling Stockholder or Stockholders that the total amount of Registrable Securities that such Holders intend and equity securities of Other Stockholders who have piggyback registration rights and who request to include be included in such Demand Registration is as contemplated by Section 3.2(e) hereof will in the aggregate such as to materially and adversely affect the success of such offeringUnderwritten Offering, then (subject to the number rights of Other Stockholders having rights under the Adelphia Agreement): (i) first, the amount of equity securities of such Other Stockholders will be reduced to zero if necessary (pro rata among such Other Stockholders on the basis of the amount of such equity securities requested to be included therein by each such holder) and (ii) second, the amount of Registrable Securities of all Stockholders who have requested to have Registrable Securities included in the Demand Registration will be reduced (pro rata among such Stockholders on the basis of the amount of such Registrable Securities requested to be included in therein by each such Demand Registration willStockholder) so that, if necessaryafter such reduction, be reduced and there will be included in such Underwritten Offering the largest number amount of Registrable Securities securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. If Registrable Securities are to be registered pursuant to a Demand Registration, the Company shall provide written notice to the other Holders and will permit all such Holders who request to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering underwritten offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number amount of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. Notwithstanding If any of the foregoingRegistrable Securities registered pursuant to a Demand Registration are to be sold in an underwritten offering, if and the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises underwritten offering advise the Holders that holders of such securities in writing that, in its good-faith opinion, the total number or dollar amount of Registrable Securities proposed to be sold in such offering exceeds the total number or dollar amount of Registrable Securities that can be sold without adversely affecting the price, timing or distribution of the Registrable Securities to be included in such Holders intend offering (including securities proposed to be included by other holders of securities entitled to include securities in such Demand Registration is Statement pursuant to incidental or piggyback registration rights), then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities that in the aggregate such as to materially and adversely affect the success opinion of such offering, then managing underwriter or underwriters can be sold without so adversely affecting such offering (such reduction in the number of Registrable Securities to be included in such underwritten offering, the “Demand Registration willCutback”), if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of Registrable Securities as follows (provided that if such offering is an Initial Public Offering, clauses (i) and (ii) below shall be reversed such that securities requested to be included therein by each such Holder.the Corporation shall be given priority over Registrable Securities to be included by Shareholders):

Priority on Demand Registration. Notwithstanding If the foregoingHolders of a majority of the shares or other units of the Restricted Stock to be included in a Demand Registration so elect, the offering of such Restricted Stock pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises offering selected in accordance with Section 2(c) advise the Company and the Holders in writing that in their good faith opinion the total aggregate amount of Registrable Securities that such Holders intend Restricted Stock requested to include be included in such Demand Registration offering is in the aggregate such as to so large that it will materially and adversely affect the success of such offering, then the Company will include in such registration the aggregate number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number shares or other units of Registrable Securities that, Restricted Stock which in the good faith opinion of such managing underwriter or underwriters, underwriters can be sold without materially any such material adverse effect, and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shares shall be allocated pro rata among the other Holders of Restricted Stock on the basis of the number of Registrable Securities shares of Restricted Stock requested by such Holders to be included in such registration, provided that the number of shares of Restricted Stock held by the Holders to be included in such registration shall not be reduced unless all other securities are first entirely excluded from the registration. To the extent Restricted Stock so requested to be included therein by each registered is excluded from the registration, then the Holders of such HolderRestricted Stock shall have the right to one additional Demand Registration under this Section 2 with respect to such Restricted Stock (in addition to the number of Demand Registrations permitted under Section 5(a)(ii) below), provided that the failure of such Restricted Stock to be registered is through no fault of such Holders.

Priority on Demand Registration. Notwithstanding If any of the foregoingRegistrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, if and the managing underwriter or underwriters advise the holders of an Underwritten Offering to which such Demand Registration relates advises the Holders that securities in writing that, in its view, the total amount of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration offering is in the aggregate such as to materially and adversely affect the success of such offeringoffering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in the Registration Statement pursuant to incidental or piggyback registration rights), then the number amount of securities to be offered (i) for the account of the members of the Demanding Qualified Holder Group and any other holders of Registrable Securities to be included in and (ii) for the account of all such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities other Persons (other than members of the Demanding Qualified Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering Group) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary) , all securities of the Company requested to be included by such other Persons and the remaining allocation available for salethen, if anynecessary, shall reducing the securities requested to be allocated included by the members of the Demanding Qualified Holder Group and any other holders of Registrable Securities requesting such registration pro rata among the other Holders such holders on the basis of the number percentage of the Registrable Securities requested to be included therein in such Registration Statement by each such Holderholders. In connection with any Demand Registration to which the provisions of this Section 3(b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration except as provided in Section 3(d)(ii) hereof, and such registration shall not reduce the number of available registrations with respect to the Demanding Qualified Holder Group under this Section 3 in the event that the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that members of the Demanding Qualified Holder Group requested be included.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in one or more firm commitment underwritten offerings, the Company may also provide written notice to holders of its Common Stock (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all such holders who request to be included in the Demand Registration to include any or all Common Stock held by such holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering the offering to which such Demand Registration relates advises the Holders holders of Registrable Securities that the total amount of Registrable Securities and securities that such Holders Common Stock holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities to be offered for the account of the holders of such other shares of Common Stock will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering firm commitment underwritten offering only the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders holders of Registrable Securities on the basis of the number of Registrable Securities requested to be included therein held by each such Holderholder.

Priority on Demand Registration. Notwithstanding If any of the foregoing, if Registrable Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering and the managing underwriter or underwriters of an Underwritten Offering to which such a Demand Registration relates advises advise the Holders that Company and the total amount holders of such Registrable Securities in writing that such Holders intend in its or their reasonable opinion the number of shares of Common Stock proposed to include be sold in such Demand Registration is exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in the aggregate such as to materially and adversely affect the success of registration only such offering, then the maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration willheld by the party requesting such Demand Registration; (ii) second, if necessary, be reduced and there will shares of Common Stock requested to be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering held by holders granted Demand Registration rights pursuant to the full extent of terms hereof other than the Registrable Securities holder requesting the relevant Demand Registration, provided that such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, amount shall be allocated among such other holders on a pro rata among the other Holders on the basis based upon their respective percentage of ownership of the total number of Registrable Securities shares of Common Stock then outstanding, (iii) third, shares of Common Stock to be offered by the Company in such Demand Registration; and (iv) fourth, shares of Common Stock requested to be included therein in such Demand Registration held by each all other holders of Common Stock, provided that such Holderamount shall be allocated among such other holders on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding.

Priority on Demand Registration. Notwithstanding If any of the foregoingRegistrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, if and the managing underwriter or underwriters advise the holders of an Underwritten Offering to which such Demand Registration relates advises the Holders securities in writing that in its view the total number or dollar amount of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration offering is in the aggregate such as to materially and adversely affect the success of such offeringoffering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then the number of Registrable Securities to there shall be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering firm commitment underwritten offering the largest number or dollar amount of Registrable Securities that, that in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of and such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders holders of Registrable Securities requesting such registration on the basis of the number percentage of the Registrable Securities requested to be included therein in such Registration Statement by each the holders of Registrable Securities that have requested that such Holdersecurities be included in the registration. In connection with any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration except as provided in subsection (e)(ii) hereof, and such registration shall not reduce the number of available registrations under this Section 3 in the event that the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that holders requested be included.

Priority on Demand Registration. If Registrable Securities are to be registered pursuant to a Demand Registration, the Company shall provide written notice to the other Holders and will permit all such Holders who have timely and properly requested to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering underwritten offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata PRO RATA among the other Holders on the basis of the number amount of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. Notwithstanding If any of the foregoing, if ------------------------------- Registrable Securities proposed to be registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering and the managing underwriter or underwriters of an Underwritten Offering to which such a Demand Registration relates advises advise the Holders that Company and the total amount holders of such Registrable Securities in writing that such Holders intend in its or their reasonable opinion the number of shares of Common Stock proposed to include be sold in such Demand Registration is exceeds the maximum number of shares specified by the managing underwriter that may be distributed without adversely affecting the price, timing or distribution of the Common Stock, the Company shall include in the aggregate such as to materially and adversely affect the success of registration only such offering, then the maximum number of Registrable Securities which, in the reasonable opinion of such underwriter or underwriters can be sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration will, if necessary, be reduced and there will be included in held by the party requesting such Underwritten Offering the largest number of Registrable Securities Demand Registration (provided that, in the opinion case of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the a Demand Registration shall receive priority in Request made by the WEP Holders, such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, amount shall be allocated among the WEP Holders on a pro rata among the other Holders on the basis of based upon the number of Registrable Securities requested to be included therein by each such HolderWEP Holders in such Demand Registration); (ii) second, shares of Common Stock to be offered by the Company in such Demand Registration; and (iii) third, shares of Common Stock held by other holders requested to be included in such Demand Registration, provided that such amount shall be -------- allocated among such other holders on a pro rata basis based upon their respective percentage of ownership of the total number of shares of Common Stock then outstanding.

Priority on Demand Registration. Notwithstanding the foregoing, if If the managing underwriter or underwriters advise the Company and the holders of an Underwritten Offering the Registrable Securities to which such Demand Registration relates advises be registered in writing that in its or their opinion that, the Holders that the total amount number of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration is and any other securities of the Company requested or proposed to be included in such Registration exceeds the aggregate number that can be sold in such as to materially and adversely affect offering without (A) creating a substantial risk that the success of proceeds or price per share that will be derived from such offering, then Registration will be reduced or that the number of Registrable Securities to be included registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in any other respect, the Company will (x) include in such Demand Registration will, if necessary, the aggregate number of Registrable Securities recommended by the managing underwriter (the number of Registrable Securities to be registered for each Stockholder to be reduced and there will pro rata based on the amount of Registrable Securities each of the Stockholders requested to be included in such Underwritten Offering the largest number of Registration), and (y) not allow any securities s other than Registrable Securities that, in the opinion of such managing underwriter or underwriters, can to be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority included in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (Registration unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of all Registrable Securities requested to be included therein shall have been included therein, and then only to the extent recommended by each such Holderthe managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities).

Priority on Demand Registration. Notwithstanding If any of the foregoingRegistrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, if and the managing underwriter or underwriters advise the holders of an Underwritten Offering to which such Demand Registration relates advises the Holders securities in writing that in its view the total amount of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration offering is in the aggregate such as to materially and adversely affect the success of such offeringoffering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in the Registration Statement pursuant to incidental or piggyback registration rights), then the number amount of Registrable Securities securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering offered (i) for the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities account of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent members of the Registrable Securities Demanding Qualified Holder Group and (ii) for the account of all such other Persons (other than members of the Demanding Qualified Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering Group) shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters by first reducing, or eliminating if necessary) , all securities of the Company requested to be included by such other Persons and the remaining allocation available for salethen, if anynecessary, shall be allocated pro rata among reducing the other Holders on the basis of the number of Registrable Securities requested to be included therein by each the members of the Demanding Qualified Holder Group, pro rata among such Holdermembers on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such members. In connection with any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration except as provided in subsection 3(d)(ii) hereof, and such registration shall not reduce the number of available registrations with respect to the Demanding Qualified Holder Group under this Section 3 in the event that the Registration Statement excludes more than 25% of the aggregate number of Registrable Securities that members of the Demanding Qualified Holder Group requested be included.

Priority on Demand Registration. Notwithstanding the foregoing, if If the managing underwriter or underwriters of an Underwritten Offering to which such a Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering underwritten offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number amount of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such The Company shall not include in any Demand Registration relates advises any securities which are not Registrable Shares without the Holders prior written consent of the holders of a majority of the Registrable Shares requesting such registration that the total amount of Registrable Securities that such Holders intend to include are included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in the aggregate such as to materially and adversely affect the success of such offering, then writing that in their opinion the number of Registrable Securities Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering offering exceeds the largest number of Registrable Securities thatShares and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the outstanding Registrable Shares, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Shares, the number of Registrable Shares requested to be included which in the opinion of such managing underwriter or underwriters, underwriters can be sold without materially and adversely affecting in an orderly manner within the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success price range of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders respective holders thereof on the basis of the number amount of Registrable Securities requested Shares owned by each such holder. At the option of any Stockholder that is precluded from including some or all of its Registrable Shares in such offering, the Company will use its best efforts to cause such Registrable Shares to be included therein in the registration statement notwithstanding the fact that such Registrable Shares are excluded from the underwritten offering. To the extent any Stockholder’s Registrable Shares are excluded from the offering and not registered in accordance with the foregoing sentence, the Company will promptly reimburse or cause to be reimbursed all Registration Expenses incurred by each such HolderStockholder(s) with respect to excluded Registrable Shares.

Priority on Demand Registration. If Registrable Securities are to be registered pursuant to a Demand Registration, the Company shall provide written notice to the other Holders and will permit all such Holders to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering underwritten offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering underwritten offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata PRO RATA among the other Holders on the basis of the number amount of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. If Registrable Securities are ------------------------------- to be registered pursuant to a Demand Registration, the Company and OPCO shall provide written notice to the other Holders and will permit all such Holders who request to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering underwritten offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro --- rata among the other Holders of Registrable Securities on the basis of the number amount of ---- Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. If Registrable Securities are to be registered pursuant to a Demand Registration, the Company shall provide written notice to the other Holders and will permit all such Holders who request to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number amount of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. Notwithstanding the foregoingWith respect to any Demand ------------------------------- Registration, if the managing underwriter or underwriters of an such Underwritten Offering to which such Demand Registration relates advises advise the Holders Company and the selling Stockholder or Stockholders that the total amount of Registrable Securities that such Holders intend and equity securities of Other Stockholders who have piggyback registration rights and who request to include be included in such Demand Registration is as contemplated by Section 3.2(e) hereof will in the aggregate such as to materially and adversely affect the success of such offeringUnderwritten Offering, then (subject to the number rights of Other Stockholders having rights under the Adelphia Agreement): (i) first, the amount of equity securities of such Other Stockholders will be reduced to zero if necessary (pro rata among such Other Stockholders on the basis of the amount of such equity securities requested to be included therein by each such holder) and (ii) second, the amount of Registrable Securities of all Stockholders who have requested to have Registrable Securities included in the Demand Registration will be reduced (pro rata among such Stockholders on the basis of the amount of such Registrable Securities requested to be included in therein by each such Demand Registration willStockholder) so that, if necessaryafter such reduction, be reduced and there will be included in such Underwritten Offering the largest number amount of Registrable Securities securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. Notwithstanding the foregoing, if If the managing underwriter or underwriters advise the Company and the holders of an Underwritten Offering the Registrable Securities to which such Demand Registration relates advises be registered in writing that in its or their opinion that, the Holders that the total amount number of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration is and any other securities of the Company requested or proposed to be included in such Registration exceeds the aggregate number that can be sold in such as offering without (A) creating a substantial risk that the proceeds or price per share to materially and adversely affect the success of be derived from such offering, then Registration will be reduced or that the number of Registrable Securities to be included registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in any other respect, the Company will (x) include in such Demand Registration will, if necessary, the aggregate number of Registrable Securities recommended by the managing underwriter (the number of Registrable Securities to be registered for each Stockholder to be reduced pro rata based on the amount of Registrable Securities each of the Stockholders owns at the time of the demand), and there will (y) not allow any securities other than Registrable Securities to be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of all Registrable Securities requested to be included therein shall have been included therein, and then only to the extent recommended by each such Holderthe managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities).

Priority on Demand Registration. Notwithstanding the foregoing, if If the managing underwriter ------------------------------- or underwriters advise the Company and the holders of an Underwritten Offering the Registrable Securities to which such Demand Registration relates advises be registered in writing that in its or their opinion that, the Holders that the total amount number of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration is and any other securities of the Company requested or proposed to be included in such Registration exceeds the aggregate number that can be sold in such as to materially and adversely affect offering without (A) creating a substantial risk that the success of proceeds or price per share that will be derived from such offering, then Registration will be reduced or that the number of Registrable Securities to be included registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in any other respect, the Company will (x) include in such Demand Registration will, if necessary, the aggregate number of Registrable Securities recommended by the managing underwriter (the number of Registrable Securities to be registered for each Stockholder to be reduced and there will pro rata based on the amount of Registrable Securities each of the Stockholders requested to be included in such Underwritten Offering the largest number of Registration), and (y) not allow any securities s other than Registrable Securities that, in the opinion of such managing underwriter or underwriters, can to be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority included in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (Registration unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of all Registrable Securities requested to be included therein shall have been included therein, and then only to the extent recommended by each such Holderthe managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities).

Priority on Demand Registration. If Registrable Securities are to be registered pursuant to a Demand Registration, the Company shall provide written notice to the other Holders and will permit all such Holders who request to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering underwritten offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata PRO RATA among the other Holders on the basis of the number amount of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. If Registrable Securities are to be registered pursuant to a Demand Registration, the Company shall provide written notice to the other Holders and will permit all such Holders who request to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata PRO RATA among the other Holders on the basis of the number amount of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. Notwithstanding the foregoing, if If the managing ------------------------------- underwriter or underwriters advise the Company and the holders of an Underwritten Offering the Registrable Securities to which such Demand Registration relates advises be registered in writing that in its or their opinion that, the Holders that the total amount number of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration is and any other securities of the Company requested or proposed to be included in such Registration exceeds the aggregate number that can be sold in such as to materially and adversely affect offering without (A) creating a substantial risk that the success of proceeds or price per share that will be derived from such offering, then Registration will be reduced or that the number of Registrable Securities to be included registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in any other respect, the Company will (x) include in such Demand Registration will, if necessary, the aggregate number of Registrable Securities recommended by the managing underwriter (the number of Registrable Securities to be registered for each Stockholder to be reduced and there will pro rata based on the amount of Registrable Securities --- ---- each of the Stockholders requested to be included in such Underwritten Offering the largest number of Registration), and (y) not allow any securities s other than Registrable Securities that, in the opinion of such managing underwriter or underwriters, can to be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority included in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (Registration unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of all Registrable Securities requested to be included therein shall have been included therein, and then only to the extent recommended by each such Holderthe managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities).

Priority on Demand Registration. Notwithstanding the foregoingany other provision of this Section 2, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises underwriter(s) advise the Holders Company that market factors (including, without limitation, the total amount aggregate number of Registrable Securities requested to be Registered, the general condition of the market and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares of Common Stock to be included in the Underwritten Offering, the Company then shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that such Holders intend to include may be included in the underwriting shall be allocated in such Demand Registration is offering in the aggregate such as to materially and adversely affect the success following order of such offeringpriority: (i) first, then the number of Registrable Securities requested to be included in registered by the Holders, such Demand Registration will, if necessary, amount to be reduced and there will be included in allocated pro rata among such Underwritten Offering the largest number Holders based upon their relative proportionate total holdings of Registrable Securities thatSecurities, which, in the opinion of such managing underwriter or underwriters, can be sold in the offering without materially and adversely affecting a significant adverse effect on the success of such Underwritten Offering. The Registrable Securities price, timing or distribution of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell securities offered; (unless these securities would materially and adversely affect the success of such offeringii) second, in which case the number of shares of Common Stock that the Company has requested to be included in such Holder's Registrable Securities included Registration Statement, which, in the opinion of such managing underwriter or underwriters, can be sold in the offering shall without a significant adverse effect on the price, timing or distribution of the securities offered; and (iii) third, the number of shares of Common Stock requested by other Persons to be reduced included in such Registration, which, in the opinion of the managing underwriter or underwriters, can be sold without a significant adverse effect on the price, timing or distribution of the securities offered; such amount to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the such other Holders on the basis Persons based upon their relative proportionate total holdings of the number of Registrable Securities requested to be included therein by each such HolderCommon Stock.

Priority on Demand Registration. Notwithstanding the foregoingOn any Demand Registration, if all Shares requested to be included shall be included unless the managing underwriter or underwriters advise Ranger and the Requesting Holders in writing that all of an Underwritten Offering the Shares requested to which be included may not be sold without adversely affecting the marketability of the offering. In such Demand Registration relates advises case, to the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offeringextent required, then the number of Registrable Securities Investor Purchase Shares that have been requested to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall first be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated excluded therefrom pro rata among the other Holders on the basis of the number of Registrable Investor Purchase Shares requested by holders of such Shares (regardless of whether such holder was a Requesting Holder). Thereafter, to the extent required, the number of Securities Purchase Shares that have been requested to be included therein in the Demand Registration shall be excluded therefrom pro rata on the basis of the number of the number of Securities Purchase Shares requested by each the holders of such Shares (regardless of whether such holder was a Requesting Holder). If all Shares requested to be included in the Demand Registration are so included, Ranger may include in the Demand Registration other securities to be sold by Ranger for its own account or to be sold by other Persons (including other holders of Common Stock exercising their right to a Piggyback Registration pursuant to SECTION 2), provided that the managing underwriters advise Ranger in writing that in their opinion the inclusion of such securities will not cause the number of Shares and other securities requested to be included in the offering to exceed the number which may be sold without adversely affecting the marketability of the offering.

Priority on Demand Registration. Notwithstanding the foregoingWith respect to any Demand ------------------------------- Registration relating to an Underwritten Offering, if the managing underwriter or underwriters of an such Underwritten Offering to which such Demand Registration relates advises advise the Holders Company and the selling Stockholder or Stockholders that the total amount of Registrable Securities that such Holders intend and equity securities of Other Stockholders who have piggyback registration rights and who request to include be included in such Demand Registration is as contemplated by Section 3.2(e) hereof will in the aggregate such as to materially and adversely affect the success of such offeringUnderwritten Offering, then (subject to the number rights of Other Stockholders having rights under the Adelphia Agreement): (i) first, the amount of equity securities of such Other Stockholders will be reduced to zero if necessary (pro rata among such Other Stockholders on the basis of the amount of such equity securities requested to be included therein by each such holder), and (ii) second, the amount of Registrable Securities of all Stockholders who have requested to have Registrable Securities included in the Demand Registration will be reduced to zero if necessary (pro rata among such Stockholders on the basis of the amount of such Registrable Securities requested to be included in therein by each such Demand Registration willStockholder) so that, if necessaryafter such reduction, be reduced and there will be included in such Underwritten Offering the largest number amount of Registrable Securities securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in one or more firm commitment underwritten offerings, the Company may also provide written notice to holders of its equity securities (other than Registrable Securities), if any, who have piggyback registration rights with respect thereto and will permit all such holders who request to be included in the Demand Registration to include any or all equity securities held by such holders in such Demand Registration on the same terms and conditions as the Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering the offering to which such Demand Registration relates advises the Holders holders of Registrable Securities that the total amount of Registrable Securities and securities that such Holders equity security holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then (i) first, the amount of securities to be offered for the account of the holders of such other equity securities will be reduced, to zero if necessary (PRO RATA among such holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering firm commitment underwritten offering only the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The offering, allocated PRO RATA among the holders of Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of Registrable Securities requested to be included therein held by each such Holderholder.

Priority on Demand Registration. Notwithstanding If any of the foregoingRegistrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, if and the managing underwriter or underwriters advise the holders of an Underwritten Offering to which such Demand Registration relates advises the Holders securities in writing that in its view the total number or dollar amount of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration offering is in the aggregate such as to materially and adversely affect the success of such offeringoffering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then the number of Registrable Securities to there shall be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering firm commitment underwritten offering the largest number or dollar amount of Registrable Securities that, that in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of and such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders holders of Registrable Securities requesting such registration on the basis of the percentage of the Registrable Securities of the Company requested to be included in such Registration Statement by the holders of Registrable Securities that have requested that such securities be included in the registration. In connection with any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration except as provided in subsection (d)(ii) hereof, and such registration shall not reduce the number of available registrations under this Section 3 in the event that the Registration Statement excludes more than 50% of the aggregate number of Registrable Securities that holders requested to be included therein by each such Holderincluded.

Priority on Demand Registration. Notwithstanding Except for shares of Common Stock required to be included pursuant to the foregoingpiggyback registration rights under the Other Registration Rights Agreements, if the managing underwriter or underwriters Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of an Underwritten Offering to which the holders of a majority of the Registrable Securities requesting such registration. If a Demand Registration relates advises to an underwritten offering and the Holders managing underwriters advise the Company in writing that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then their opinion the number of Registrable Securities and, if permitted hereunder, securities requested to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering offering exceeds the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for saleother securities, if any, which can be sold in an orderly manner in such offering within the price range acceptable to the holders of a majority of the requesting Registrable Securities, without adversely affecting the marketability of the offering, the Company shall be allocated pro rata among include in such registration prior to the other Holders on the basis inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included therein which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the holders of Registrable Securities to be included in such registration on the basis of the amount of Registrable Securities owned by each such Holderholder.

Priority on Demand Registration. Notwithstanding the foregoing, if If the managing underwriter or underwriters advise the Company and the holders of an Underwritten Offering the Registrable Securities to which such Demand Registration relates advises be registered in writing that in its or their opinion, the Holders that the total amount number of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration is and any other securities of the Company requested or proposed to be included in such Registration exceeds the aggregate number that can be sold in such as offering without (A) creating a substantial risk that the proceeds or price per share to materially and adversely affect the success of be derived from such offering, then Registration will be reduced or that the number of Registrable Securities to be included registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in any other respect, the Company will (x) include in such Demand Registration will, if necessary, the aggregate number of Registrable Securities recommended by the managing underwriter (the number of Registrable Securities to be registered for each Stockholder to be reduced and there will pro rata based on the amount of Registrable Securities each of the Stockholders requested to be included in such Underwritten Offering the largest number of Registration), and (y) not allow any securities other than Registrable Securities that, in the opinion of such managing underwriter or underwriters, can to be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority included in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (Registration unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of all Registrable Securities requested to be included therein shall have been included therein, and then only to the extent recommended by each such Holderthe managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities).

Priority on Demand Registration. If Registrable Securities are to be registered pursuant to a Demand Registration, the Company shall provide written notice to the other Holders and will permit all such Holders who request to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering underwritten offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's ’s Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number amount of Registrable Securities requested to be included therein by each such Holder.

Priority on Demand Registration. Notwithstanding any other provision of this Section 2(a), whenever the foregoingCompany shall effect a Demand Registration pursuant to this Section 2(a) in connection with an underwritten offering by one or more Holders of Registrable Securities, if the managing representative of the underwriter or underwriters of an Underwritten Offering to which selected for such Demand Registration relates underwriting advises the Company and the Holders in writing that in their opinion the total amount number of shares of Registrable Securities that proposed to be included in any such Holders intend to include registration exceeds the number of securities which can be sold in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of shares included in such registration by the Holders shall be reduced to such number of shares of Registrable Securities which in the opinion of such representative can be sold. If the number of shares which can be sold is less than the number of shares of Registrable Securities proposed to be registered, the amount of Registrable Securities to be included in such Demand Registration willso sold shall be allocated first, if necessary, be reduced and there will be included in such Underwritten Offering to the largest number shares of Registrable Securities that, in requested to be registered by the opinion of such managing underwriter or underwriters, can be sold without materially Requesting Holders and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated then pro rata among the other Holders of Registrable Securities desiring to participate in such registration on the basis of the number amount of such Registrable Securities requested initially proposed to be registered by such other Holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included therein by each in such Holderregistration.

Priority on Demand Registration. Notwithstanding If any of the foregoing, if Registrable Securities subject to a Demand Registration are to be sold in a firm commitment Underwritten Offering and the managing underwriter or underwriters of an Underwritten Offering to which such a Demand Registration relates advises advise the Holders that Company and the total amount holders of such Registrable Securities in writing that such Holders intend in its or their opinion the number of shares of Common Stock proposed to include be sold in such Demand Registration is in exceeds the aggregate such as to maximum number of shares specified by the managing underwriter that may be distributed without materially and adversely affect affecting the success price, timing or distribution of the Common Stock, the Company shall include in such offering, then the registration only such maximum number of Registrable Securities which, in the reasonable opinion of such managing underwriter can be sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such Demand Registration will(in accordance with the procedures set forth in either Section 3(a) or Section 4(a) above) and (ii) second, if necessary, shares of Common Stock to be reduced and there will offered by the Company in such Demand Registration. To the extent that shares of Common Stock to be included in such Underwritten Offering the largest number Demand Registration must be allocated among the holder(s) of Registrable Securities thatpursuant to clause (i), in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shares shall be allocated pro rata among the other Holders applicable holder(s) of Registrable Securities based on the basis of the number of shares of Common Stock that such holder(s) of Registrable Securities shall have requested to be included therein by each such Holdertherein.

Priority on Demand Registration. Notwithstanding the foregoing, if If the managing underwriter or ------------------------------- underwriters advise the Company and the holders of an Underwritten Offering the Registrable Securities to which such Demand Registration relates advises be registered in writing that in its or their opinion that, the Holders that the total amount number of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration is and any other securities of the Company requested or proposed to be included in such Registration exceeds the aggregate number that can be sold in such as offering without (A) creating a substantial risk that the proceeds or price per share to materially and adversely affect the success of be derived from such offering, then Registration will be reduced or that the number of Registrable Securities to be included registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in any other respect, the Company will (x) include in such Demand Registration will, if necessary, the aggregate number of Registrable Securities recommended by the managing underwriter (the number of Registrable Securities to be registered for each Stockholder to be reduced and there will pro rata based on the amount of Registrable Securities each of the Stockholders requested to be included in such Underwritten Offering the largest number of Registration), and (y) not allow any securities other than Registrable Securities that, in the opinion of such managing underwriter or underwriters, can to be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority included in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (Registration unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of all Registrable Securities requested to be included therein shall have been included therein, and then only to the extent recommended by each such Holderthe managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities).

Priority on Demand Registration. Notwithstanding the foregoing, if If the managing underwriter or ------------------------------- underwriters advise the Company and the holders of an Underwritten Offering the Registrable Securities to which such Demand Registration relates advises be registered in writing that in its or their opinion that, the Holders that the total amount number of Registrable Securities that such Holders intend proposed to include be sold in such Demand Registration is and any other securities of the Company requested or proposed to be included in such Registration exceeds the aggregate number that can be sold in such as offering without (A) creating a substantial risk that the proceeds or price per share to materially and adversely affect the success of be derived from such offering, then Registration will be reduced or that the number of Registrable Securities to be included registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such Registration in any other respect, the Company will (x) include in such Demand Registration will, if necessary, the aggregate number of Registrable Securities recommended by the managing underwriter (the number of Registrable Securities to be registered for each Stockholder to be reduced pro rata based on the amount of Registrable Securities each of the Stockholders owns at the time of the demand), and there will (y) not allow any securities other than Registrable Securities to be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of all Registrable Securities requested to be included therein shall have been included therein, and then only to the extent recommended by each such Holderthe managing underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the holders of Registrable Securities).

Priority on Demand Registration. Notwithstanding Subject to the foregoingprovisions set ------------------------------- forth in Sections 3(a)(iv) and (v) and Section 3(b) regarding CNET's priority, if Registrable Securities are to be registered pursuant to a Demand Registration, NBCi shall provide written notice to the other Holders and will permit all such Holders who request to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. In connection with any Demand Registration, NBCi may include securities for its own account and/or for the account of other holders of NBCi's securities in such registration to the extent agreed to by the underwriters. If the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The , the Registrable Securities of the Holder or Holders initiating the Demand Registration and NBCi shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders (including NBCi) desire to sell (unless these securities would materially and adversely affect the success of such offeringsell, provided that, in which case the number of such Holder's Registrable Securities included in event the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among the other Holders on the basis of the number of Registrable Securities requested to be included therein -------- by each such Holder.the initiating Holders and NBCi in the aggregate exceeds the number of Registrable Securities to be included in the Underwritten Offering, then:

Priority on Demand Registration. If Registrable Securities are to ------------------------------- be registered pursuant to a Demand Registration, Patriot and Wyndham shall provide written notice to the other Holders and will permit all such Holders who request to be included in the Demand Registration to include any or all Registrable Securities held by such Holders in such Demand Registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of an Underwritten Offering to which such Demand Registration relates advises the Holders that the total amount of Registrable Securities that such Holders intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering, then the number of Registrable Securities to be included in such Demand Registration will, if necessary, be reduced and there will be included in such Underwritten Offering underwritten offering the largest number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such Underwritten Offering. The Registrable Securities of the Holder or Holders initiating the Demand Registration shall receive priority in such Underwritten Offering to the full extent of the Registrable Securities such Holder or Holders desire to sell (unless these securities would materially and adversely affect the success of such offering, in which case the number of such Holder's Registrable Securities included in the offering shall be reduced to the extent necessary) and the remaining allocation available for sale, if any, shall be allocated pro rata among --- ---- the other Holders of Registrable Securities on the basis of the number amount of Registrable Securities requested to be included therein by each such Holder.