Common use of Right to Require Registration Clause in Contracts

Right to Require Registration. One or more Holders of Registrable Securities shall have the right from time to time to request in writing (a "Request") which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham will, by the fifth business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th calendar day after the receipt of such a Request by Wyndham, Wyndham will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham has been so requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham within 9 business days after the giving of such written notice by Wyndham, providing for the registration under the Securities Act of the Registrable Securities which Wyndham has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and shall use all reasonable efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. Wyndham shall not be required to effect, pursuant to this Section 2(a)(i), (i) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million have initiated or joined in such Request and (ii) more than eight registrations in the aggregate requested by the Holders, provided that so long as the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distribution. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), and, in either such event, such withdrawal shall be treated as a Required Registration which shall have been effected pursuant to clause (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall not, without Wyndham's consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders of their Registrable Securities pursuant thereto or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, from and after the Closing, Wyndham may delay the filing of a Required Registration Statement if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for an aggregate number of days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of this Section 2(a)(i) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One or more Holders At any time following the date hereof (subject to extension in accordance with the penultimate paragraph of Registrable Securities this Section 2(a)(i)), the Holder shall have the right from time to time to request in writing (a "Request") (which Request shall specify the Registrable Securities intended to be disposed of by such Holders the Holder and the intended method of distribution thereof) that Wyndham the Company register such Holders' the Registrable Securities of the Holder by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham the Company will, by the fifth business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th 60th calendar day after the receipt of such a Request by Wyndhamthe Company, Wyndham will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham the Company has been so requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham within 9 business days after the giving of in such written notice by Wyndham, providing Request. The Required Registration Statement will provide for the registration under the Securities Act of the Registrable Securities which Wyndham the Company has been so requested to register by all such Holdersthe Holder, subject to the limitations of this Section, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and the Company shall use all its reasonable best efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter and and, subject to Section 2(a)(iii), to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham the Company for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, laws or any rules and regulations thereunder. Wyndham The Company shall not be required to effect, pursuant to this Section 2(a)(i), (i) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million have initiated or joined in such Request and (ii2(a) more than eight two (2) registrations in the aggregate requested by the Holders, provided that so long as Holder. A Request which does not result in an effective registration under the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders Act shall not be counted in determining whether these registrations have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distributionoccurred. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request Holder (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein Holder (a "Withdrawn Required Registration"), and, in either such event, such . A withdrawal shall not be treated as a Required Registration which shall have been effected pursuant to clause (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham to disregard one Withdrawn Request for purposes of such clause (ii). The Holders Holder shall not, without Wyndhamthe Company's consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, Statement or (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders Holder of their its Registrable Securities pursuant thereto or the Required Registration Statement ceasing to be effective under the Securities Act or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, from and after the Closing, Wyndham Company may delay the filing or the effectiveness of a any Required Registration Statement for a period not to exceed 90 days (a "Blackout Period") if the Board of Directors of Wyndham the Company, in its reasonable judgment, determines that such action is in registration would interfere with any pending material financing, acquisition, corporate reorganization or any other material corporate development involving the best interests Company or any of Wyndham's stockholdersits subsidiaries or would require premature disclosure thereof; provided, and only for an however, that the aggregate number of days included in all Blackout Periods during any consecutive 12 months shall not exceed 90 days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of this Section 2(a)(i2(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One or more Holders of Registrable --------------------------------- Securities shall have the right from time to time to request in writing (a "Request") which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham will, by the fifth business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th calendar day after the receipt of such a Request by Wyndham, Wyndham will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham has been so requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham within 9 business days after the giving of such written notice by Wyndham, providing for the registration under the Securities Act of the Registrable Securities which Wyndham has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and shall use all reasonable efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. Wyndham shall not be required to effect, pursuant to this Section 2(a)(i), (i) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million have initiated or joined in such Request and (ii) more than eight registrations in the aggregate requested by the Holders, provided that so long as the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distribution. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), and, in either such event, such withdrawal shall be treated as a Required Registration which shall have been effected pursuant to clause (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall not, without Wyndham's consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders of their Registrable Securities pursuant thereto or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, from and after the Closing, Wyndham may delay the filing of a Required Registration Statement if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for an aggregate number of days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of this Section 2(a)(i) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One or more Holders of Registrable Securities shall have the right from time to time to request in writing (a "Request") which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham will, by the fifth business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th calendar day after the receipt of such a Request by Wyndham, Wyndham will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement State ment covering the Registrable Securities which Wyndham has been so requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham within 9 business days after the giving of such written notice by Wyndham, providing for the registration under the Securities Act of the Registrable Securities which Wyndham has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and shall use all reasonable efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. Wyndham shall not be required to effect, pursuant to this Section 2(a)(i), (i) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million have initiated or joined in such Request and (ii) more than eight registrations in the aggregate requested by the Holders, provided that so long as the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distribution. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), and, in either such event, such withdrawal shall be treated as a Required Registration which shall have been effected pursuant to clause (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall not, without Wyndham's consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders of their Registrable Securities pursuant thereto or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, from and after the Closing, Wyndham may delay the filing of a Required Registration Statement if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for an aggregate number of days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of this Section 2(a)(i) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One or more Holders of Registrable Securities shall have the right from time to time to request in writing (a "Request") which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham will, by the fifth business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th calendar day after the receipt of such a Request by Wyndham, Wyndham will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham has been so requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham within 9 business days after the giving of such written notice by Wyndham, providing for the registration under the Securities Act of the Registrable Securities which Wyndham has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and shall use all reasonable efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. Wyndham shall not be required to effect, pursuant to this Section 2(a)(i), (i) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million have initiated 6 9 or joined in such Request and (ii) more than eight registrations in the aggregate requested by the Holders, provided that so long as the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distribution. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), and, in either such event, such withdrawal shall be treated as a Required Registration which shall have been effected pursuant to clause (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall not, without Wyndham's consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders of their Registrable Securities pursuant thereto or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, from and after the Closing, Wyndham may delay the filing of a Required Registration Statement if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for an aggregate number of days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of this Section 2(a)(i) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One At any time prior to the third --- ----------------------------- anniversary of the expiration of the Pooling Holding Period (subject to extension in accordance with the penultimate paragraph of this Section 2(a)(i)), one or more Holders of Registrable Securities shall have the right from time to time to request in writing (a "Request") (which Request shall specify the Registrable Securities ------- intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham the Company register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham the Company will, by the fifth business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th 30th calendar day after the receipt of such a Request by Wyndhamthe Company, Wyndham the Company will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham the Company has been so requested to register in such Request and all other Registrable Securities which the Company has been requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham the Company within 9 business days after the giving of such written notice by Wyndhamthe Company, providing for the registration under the Securities Act of the Registrable Securities which Wyndham the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and shall use all reasonable efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter (but in no event later than the 75th calendar day after the receipt of such a Request) and to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham the Company for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. Wyndham The Company shall not be required to effect, pursuant to this Section 2(a)(i2(a), (ix) a the initial Required Registration hereunder unless Initial Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million at least 2,500,000 Common Shares have initiated or joined in such Request Request, (y) any subsequent Required Registration hereunder unless initiated or joined in by Holders beneficially owning the lesser of (i) 2,500,000 Common Shares and (iiz) more than eight three registrations in the aggregate requested by the Initial Holders. For purposes of clauses (x) and (y) of the preceding sentence, provided that so long as shares of Company Stock purchased after the Holders collectively effective date of the Merger shall be deemed not to be beneficially own Registrable Securities with a Market Value of at least $100 million, owned by the Holders shall have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distributionInitial Holders. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Initial Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn ------------------ prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), ------------------------------- and, in either such event, such withdrawal shall be treated as a Required Registration which shall have been effected pursuant to clause (iiz) of the immediately preceding paragraph, except that the Holders may require Wyndham the Company to disregard one Withdrawn Request for purposes of such clause (iiz). The Initial Holders shall not, without Wyndhamthe Company's consent, be entitled to deliver a Request for a Required Registration after the completion of the initial Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, Statement or (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, since the date of sale by the Holders of their Registrable Securities pursuant thereto or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, from and after 91 days following the Closingtermination of the Pooling Holding Period, Wyndham the Company may delay the filing of a Required Registration Statement registration statement required pursuant to this Section 2(a) if the Board of Directors of Wyndham the Company determines that such action is in the best interests of Wyndhamthe Company's stockholders, stockholders and only for an aggregate number of days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), a period not to exceed 60 days in any twelve month period (a "Blackout Period"); provided that after any initial Blackout Period the Company ---------------- may not invoke a subsequent Blackout Period until 12 months elapse from the end of any previous Blackout Period and the number of days in each Blackout Period shall be deemed to effect a day-for-day extension of the three-year period referred to in the first sentence of this Section 2(a) and the first sentence of Section 2(b), and the three-year period referred to in the proviso to the second sentence of Section 6(a). The registration rights granted pursuant to the provisions of this Section 2(a)(i2(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One Subject to the provisions of this Paragraph 2, at any time after the date 6 months following a Qualified IPO, any Holder of 10% or more Holders of Registrable Securities shall have the right from time to time to request in writing outstanding Common Stock (a "Request"“Demand Holder”) which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham will, by the fifth business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th calendar day after the receipt of such a Request by Wyndham, Wyndham will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham has been so requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham within 9 business days after the giving of such written notice by Wyndham, providing for the registration under the Securities Act of the Registrable Securities which Wyndham has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and shall use all reasonable efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. Wyndham shall not be required to effect, pursuant to this Section 2(a)(i), (i) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million have initiated or joined in such Request and (ii) more than eight registrations in the aggregate requested by the Holders, provided that so long as the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham the Company to effect additional Required Registrations provided that file a registration statement under the Registrable Securities included therein have an aggregate Market Value Act for a public offering of at least $50 million and provided further that all or any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distribution. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority portion of the Registrable Securities included therein held by such Holder when such right is exercised (the shares subject to the demand, the “Registration Demand Securities”), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed to be effective unless such request is with respect to Registrable Securities constituting at least five percent (5%) of the outstanding shares of the class of Registrable Securities. The demand registration rights granted to the Demand Holders in this Paragraph 2 are subject to the following limitations: (i) each Demand Holder may make a demand under this Paragraph 2 only two (2) times (a "Withdrawn Required “Demand Registration"”), and, in either such event, such withdrawal shall be treated as a Required Registration which shall have been effected pursuant to clause ; (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham Company shall not be obligated to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall not, without Wyndham's consent, cause any registration statement filed under this Paragraph 2 to be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if declared effective less than 90 calendar days have elapsed since (A) six months after the effective date of the most recent registration statement filed by the Company on its own behalf; (iii) the managing underwriter of any such offering shall be a prior Required nationally recognized investment banking firm selected by the Company and approved by the Demand Holder making the Demand Registration Statement, (Bwhich approval shall not be unreasonably withheld); (iv) in notwithstanding the case giving of notice by a Required Registration which is effected other than by means Demand Holder of an Underwritten Offeringthe exercise of its right to require registration under this Paragraph 2, the date Company may elect to convert such registration into a registration of shares for sale by the Holders Company pursuant to Paragraph 1 hereof by providing notice to the Securityholders in accordance with Paragraph 1, and in such event the provisions of their Paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make a one-time election to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determines, in its good faith judgment, that (x) such Demand Registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (Cz) the date Company is unable to comply with the registration requirements of withdrawal the Commission; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a Withdrawn Required Registration. Notwithstanding request for Demand Registration hereunder and the foregoing, from Company will pay all Registration Expenses in connection with such withdrawn registration request; and after the Closing, Wyndham may delay the filing of a Required Registration Statement if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for an aggregate number of days, taken together with (vi) any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of demand under this Section 2(a)(i) Paragraph 2 shall be in addition for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration rights granted pursuant to the other provisions statement for a maximum of this Section 290 days.

Right to Require Registration. One or more Holders At any time following the Closing (subject to the Stockholder Agreement, and subject to the penultimate paragraph of Registrable Securities this Section 2(a)(i), the Barclays Representative shall have the right from time to time to request in writing (such initial written request, a "“Request"”) (which Request shall specify the number and type of Registrable Securities intended to be disposed of by such Holders and of, the intended method of distribution thereofthereof and whether the Registration Statement should be a Shelf Registration Statement) that Wyndham the Company register such Holders' Registrable Securities of the Barclays Holders by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham the Company will, by the fifth tenth (10th) business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th calendar day after the receipt of such a Request by Wyndhamthe Company, Wyndham the Company will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham the Company has been so requested to register in such Request (the “Request Securities”) and all other Registrable Securities (the “Additional Requested Securities”) which the Company has been requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request notice given to Wyndham the Company within 9 business ten (10) calendar days after the giving of such written notice by Wyndham, providing the Company. The Required Registration Statement shall be a Shelf Registration Statement if required by the Holder and will provide for the registration under the Securities Act of the Registrable Securities which Wyndham the Company has been so requested to register by all such Holders, subject to the limitations of this Section, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and and, unless such registration statement is automatically effective upon filing with the SEC, the Company shall use all its reasonable best efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter (but in no event later than the earlier of the 180th calendar day after the receipt of such a Request or three business days after the Company receives notice from the SEC that it does not object to the effectiveness of such Required Registration Statement) and to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or until all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto (whichever is shorter in the case of an Underwritten Offering and whichever is longer in the case of a Shelf Registration), or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto)becomes effective, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham the Company for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, laws or any rules and regulations thereunder. Wyndham shall not be required to effect, pursuant Pursuant to this Section 2(a)(i2(a), (i) the Barclays Representative may Request, with respect to the Registrable Securities held by the Barclays Holders, the Company to effect a total of two Required Registrations or underwritten takedowns under a Shelf Registration hereunder unless Holders beneficially owning Statement in any twelve month period provided that any Request for Required Registrations or underwritten takedowns under a Shelf Registration Statement must be for Registrable Securities with an aggregate Market Value dollar value of $50 million have initiated 150,000,000 or joined greater. A Request which does not result in such an effective registration under the Securities Act, a Withdrawn Request and (ii) more than eight registrations or a Withdrawn Required Registration, in each case shall not be counted as a Request for purposes of the limits in the aggregate requested by the Holders, provided that so long as the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distributionpreceding sentence. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "“Withdrawn Request"”) and a Required Registration Statement may be withdrawn prior to the effectiveness thereof (if applicable) by the Holders of a majority of the Registrable Securities included therein (a "“Withdrawn Required Registration"”), and, in either such event, such withdrawal shall not be treated as a Required Registration or a Request which shall have been effected pursuant to clause (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall notNo Holder shall, without Wyndham's the Company’s consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders any Holder of their Registrable Securities pursuant thereto or thereto, (C) the date of withdrawal of a Withdrawn Required RegistrationRegistration or (D) the pricing date of any underwritten offering effected by the Company. Notwithstanding the foregoing, from and after the Closing, Wyndham Company may delay the filing or the effectiveness of a any Required Registration Statement if (a “Blackout Period”) Requested by one or more Holders for so long as (i) the Board chief executive officer of Directors of Wyndham the Company determines in good faith in consultation with counsel that such action is in registration would require premature disclosure of non-public information the best interests disclosure of Wyndham's stockholderswhich would be materially adverse to the Company; provided, however, that the duration of any such Blackout Period shall not exceed 60 days, and only for an that the aggregate number of days, taken together with days included in all such Blackout Periods during any Blackout Period invoked pursuant to Section 2(a)(ii), consecutive 12 months shall not to exceed 60 120 days or (ii) as may be required under the Existing Registration Rights Agreement; provided that the periods under clause (i) and (ii) shall not in the aggregate exceed 180 days in any twelve month consecutive 12 months; and provided, further, that the Blackout Period in clause (ii) shall not be counted toward such aggregate period (a "Blackout Period")if the Holders shall have been able to include Request Securities with an aggregate value of $300 million or more in such registration. The registration rights granted pursuant to the provisions of this Section 2(a)(i2(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One or more Holders At any time following the Closing (subject to the Stockholder Agreement, with respect to the Merrill Representative and subject to the penultimate paragraph of Registrable Securities this Section 2(a)(i) for both the Merrill Representative and the PNC Representative), each of the Merrill Representative and the PNC Representative shall have the right from time to time to request in writing (such initial written request, a "“Request"”) (which Request shall specify the number and type of Registrable Securities intended to be disposed of by such Holders and of, the intended method of distribution thereofthereof and whether the Registration Statement should be a Shelf Registration Statement) that Wyndham the Company register such Holders' Registrable Securities of the Merrill Holders or the PNC Holders, respectively, by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham the Company will, by the fifth tenth (10th) business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th calendar day after the receipt of such a Request by Wyndhamthe Company, Wyndham the Company will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham the Company has been so requested to register in such Request (the “Request Securities”) and all other Registrable Securities (the “Additional Requested Securities”) which the Company has been requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request notice given to Wyndham the Company within 9 business ten (10) calendar days after the giving of such written notice by Wyndham, providing the Company. The Required Registration Statement shall be a Shelf Registration Statement if required by the Holder and will provide for the registration under the Securities Act of the Registrable Securities which Wyndham the Company has been so requested to register by all such Holders, subject to the limitations of this Section, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and and, unless such registration statement is automatically effective upon filing with the SEC, the Company shall use all its reasonable best efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter (but in no event later than the earlier of the 180th calendar day after the receipt of such a Request or three business days after the Company receives notice from the SEC that it does not object to the effectiveness of such Required Registration Statement) and to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or until all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto (whichever is shorter in the case of an Underwritten Offering and whichever is longer in the case of a Shelf Registration, or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto)becomes effective, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham the Company for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, laws or any rules and regulations thereunder. Wyndham shall not be required to effect, pursuant Pursuant to this Section 2(a)(i2(a), (i) the Merrill Representative may Request, with respect to the Registrable Securities held by the Merrill Holders, the Company to effect a total of two Required Registrations or underwritten takedowns under a Shelf Registration hereunder unless Statement in any twelve month period, and the PNC Representative may Request with respect to the Registrable Securities held by the PNC Holders beneficially owning the Company to effect a total of two Required Registrations or underwritten takedowns under a Shelf Registration Statement; provided that any Request for Required Registrations or underwritten takedowns under a Shelf Registration Statement must be for Registrable Securities with an aggregate Market Value dollar value of $50 million have initiated 150,000,000 or joined greater. A Request which does not result in such an effective registration under the Securities Act, a Withdrawn Request and (ii) more than eight registrations or a Withdrawn Required Registration, in each case shall not be counted as a Request for purposes of the limits in the aggregate requested by the Holders, provided that so long as the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distributionpreceding sentence. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "“Withdrawn Request"”) and a Required Registration Statement may be withdrawn prior to the effectiveness thereof (if applicable) by the Holders of a majority of the Registrable Securities included therein (a "“Withdrawn Required Registration"”), andbut, in either such event, such withdrawal shall not be treated as a Required Registration or a request which shall have been effected pursuant to clause (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall notNo Holder shall, without Wyndham's the Company’s consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders any Holder of their Registrable Securities pursuant thereto or the Required Registration Statement ceasing to be effective under the Securities Act, (C) the date of withdrawal of a Withdrawn Required RegistrationRegistration or (D) the pricing date of any underwritten offering effected by the Company. Notwithstanding the foregoing, from and after the Closing, Wyndham Company may delay the filing or the effectiveness of a any Required Registration Statement if (a “Blackout Period”) for so long as the Board CEO of Directors of Wyndham the Company determines in good faith in consultation with counsel that such action is in registration would require premature disclosure of non-public information the best interests disclosure of Wyndham's stockholderswhich would be materially adverse to the Company; provided, however, that the duration of any Blackout Period shall not exceed 60 days, and only for an that the aggregate number of days included in all Blackout Periods during any consecutive 12 months shall not exceed 120 days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of this Section 2(a)(i2(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One At any time from and after the Commencement Date applicable to a Class of Registrable Securities, one or more DLJ Holders of any Class of Registrable Securities having an aggregate of at least 50% of the Registrable Securities of such Class held by DLJ Holders, one or more GS Holders of any Class of Registrable Securities having an aggregate of at least 50% of the Registrable Securities of such class held by GS Holders, or one or more Holders of any Class of Registrable Securities having an aggregate of at least 50% of such Class of Registrable Securities held by Holders, shall have the right from time to time to request in writing (a "Request") which Request request shall specify the Registrable Securities of such Class intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham the Company register such Holders' Registrable Securities of such Class by filing with the SEC a Required Registration Statement. Upon the receipt of such a Requestrequest, Wyndham will, by the fifth business day thereafter, Company will promptly give written notice of such requested registration to all Initial DLJ Holders and GS Holders of Registrable SecuritiesSecurities of the same Class, and, not later than the 45th 60th calendar day after the receipt of such a Request request by Wyndhamthe Company, Wyndham the Company will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities of such Class which Wyndham the Company has been so requested to register in such request and all other Registrable Securities of such Class which the Company has been requested to register by DLJ Holders or GS Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham the Company within 9 business 30 days after the giving of such written notice by Wyndhamthe Company, providing for the registration under the Securities Act of the Registrable Securities of such Class which Wyndham the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request request or further requestsrequests (provided that the Company may delay such filing by not more than 30 days if the Company, prior to the time it would otherwise have been required to file such Registration Statement, determines in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder) to take an action, including the acquisition or divestiture of assets, or if an event has occurred, in either case that would have to be disclosed in a Registration Statement and that, in the reasonable judgment of the company, would be detrimental to the Company if so disclosed), and shall use all its reasonable best efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter (but in no event later than the 120th calendar day after the receipt of such a request) and to keep such Required Registration Statement continuously effective for a period of at least 60 180 calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-post- effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham the Company for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. Wyndham The Company shall not be required to effect, pursuant to this Section 2(a)(i2(a), (ix) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million have initiated or joined in such Request respect to the Series A Preferred and (ii) the Exchange Debt, more than eight two registrations in the aggregate requested by the DLJ Holders or more than one registration requested by GS Holders, provided that so long as the Holders collectively beneficially own Registrable Securities or (y) with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distribution. A Request may be withdrawn prior respect to the filing of Warrants and the Required Registration Statement by the Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration")Common Shares, and, in either such event, such withdrawal shall be treated as a Required Registration which shall have been effected pursuant to single Class, more than two registrations predicated on a Commencement Date set forth in sub-clause (A) or ((B) of clause (ii) of the immediately preceding paragraphdefinition of Commencement Date and requested by GS Holders, except that the Holders may require Wyndham to disregard more than one Withdrawn Request for purposes registration predicated on a Commencement Date set forth in sub-clause (C) of such clause (ii). The Holders shall not, without Wyndham's consent, be entitled to deliver a Request for a Required Registration after the completion ) of the Required Registration definition of Commencement Date and requested by GS Holders, more than two registrations predicated on a Commencement Date set forth in sub-clause (A) or (B) of clause (ii) of the definition of Commencement Date and requested by DLJ Holders, or more than one registration predicated on a Commencement Date set forth in sub-clause (C) of clause (ii) of the definition of Commencement Date and requested by DLJ Holders. A registration shall be deemed to have been requested by Holders who are DLJ Holders or Holders who are GS Holders, as the case may be, if the Majority Holders initially requesting such registration are DLJ Holders or GS Holders, as the case may be. In addition, the Company shall not be required to effect a registration of any Class of Registrable Securities if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in Statement with respect to such Class or a Corresponding Class or if less than 120 calendar days have elapsed since the case effective date of a Required prior Registration Statement with respect to such Class or a Corresponding Class and with respect to which is effected other than by means of an Underwritten Offering, the date of sale by the all Holders of such Class were given the opportunity, in accordance with the provisions of Section 2(a), to register their Registrable Securities pursuant thereto or of such Class (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoingwithout being subject to any reduction, from and after the Closing, Wyndham may delay the filing of a Required Registration Statement if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for an aggregate number of days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), in the maximum number of Registrable Securities which they may register). Notwithstanding the foregoing, the Company shall be entitled to postpone the filing of a Registration Statement requested to be filed pursuant to this paragraph (a) solely with respect to Warrants or Common Shares for a period not to exceed 60 30 days in any twelve month after the date such Registration Statement would otherwise be required to be filed if the Company, no later than the expiration of the time by which it would otherwise have been required to file a Registration Statement required to be filed pursuant to this paragraph (a) notifies the DLJ Holders and GS Holders of Warrants and Common Shares, if any, that the Company has determined to conduct an initial public offering of its common equity and prior to the expiration of such 30 day period (the Company files a "Blackout Period")Registration Statement with respect to such offering. The registration rights granted pursuant to the provisions of this Section 2(a)(iparagraph (a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One or more Holders At any time following the Lock-up ----------------------------- Period (subject to extension in accordance with the penultimate paragraph of Registrable Securities this Section 2(a)(i)), each of PNC and Employee Stockholders representing a majority of the aggregate number of outstanding shares of Class B Common Stock beneficially owned by Employee Stockholders shall have the right from time to time to request in writing (a "Request") (which Request shall specify the Registrable Securities ------- intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham the Company register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham the Company will, by the fifth tenth (10th) business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th 60th calendar day after the receipt of such a Request by Wyndhamthe Company, Wyndham the Company will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham the Company has been so requested to register in such Request and all other Registrable Securities which the Company has been requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham the Company within 9 ten (10) business days after the giving of such written notice by Wyndham, providing the Company. The Required Registration Statement will provide for the registration under the Securities Act of the Registrable Securities which Wyndham the Company has been so requested to register by all such Holders, subject to the limitations of this Section, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and the Company shall use all its reasonable best efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter (but in no event later than the 180th calendar day after the receipt of such a Request) and to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham the Company for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, laws or any rules and regulations thereunder. Wyndham The Company shall not be required to effect, pursuant to this Section 2(a)(i), (i) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million have initiated or joined in such Request and (ii2(a) more than eight three registrations in the aggregate requested by PNC and three registrations in the aggregate requested by the Holders, provided that so long as Employee Stockholders. A Request which does not result in an effective registration under the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders Act shall not be counted in determining whether these registrations have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distributionoccurred. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "Withdrawn --------- Request") and a Required Registration Statement may be withdrawn prior to the ------- effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), andbut, in either such ------------------------------- event, such withdrawal shall not be treated as a Required Registration which shall have been effected pursuant to clause (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall not, without Wyndhamthe Company's consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, Statement or (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders of their Registrable Securities pursuant thereto or the Required Registration Statement ceasing to be effective under the Securities Act or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, from and after the Closing, Wyndham Company may delay the filing or the effectiveness of a any Required Registration Statement for a period not to exceed 90 days (a "Blackout Period") if the Board of Directors of Wyndham the Company, in --------------- its reasonable judgment, determines that such action is in registration would interfere with any pending material financing, acquisition, corporate reorganization or any other material corporate development involving the best interests Company or any of Wyndham's stockholdersits subsidiaries or would require premature disclosure thereof; provided, and only for an however, that the aggregate number of days included in all Blackout Periods during any consecutive 12 months shall not exceed 90 days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of this Section 2(a)(i2(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One or more Holders of Registrable Securities At any time from and after the date hereof, Investments LP shall have the right from time to time to request in writing (a "“Request"”) (which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham the Company register such Holders' Registrable Securities held by Investments LP by filing with the SEC (x) a Required Registration StatementStatement (a “Demand Registration”) or (y) if the Request shall specify, a Required Shelf Registration Statement (a “Shelf Registration”). Upon the receipt of such a Request, Wyndham the Company will, by the fifth business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable SecuritiesHolders, and, not later than the 45th 60th calendar day after the receipt of such a Request by Wyndhamthe Company, Wyndham the Company will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement or Required Shelf Registration Statement, as the case may be, covering the Registrable Securities which Wyndham the Company has been so requested to register in such Request and all other Registrable Securities which the Company has been requested to register by Holders thereof (other than the Initial Holder(sInvestments LP) initiating the Request by written request given to Wyndham the Company within 9 10 business days after the giving of such written notice by Wyndhamthe Company, providing for the registration under the Securities Act of the Registrable Securities which Wyndham the Company has been so requested to register by all such HoldersInvestments LP, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and shall use all reasonable best efforts to have such Required Registration Statement or Required Shelf Registration Statement, as the case may be, declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least 60 (xx) 90 calendar days days, in the case of a Demand Registration (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto) or (yy) 180 calendar days, in the case of a Shelf Registration, following the date on which such Required Shelf Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Shelf Registration Statement have been sold pursuant thereto), including, in either case, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or Required Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement or Required Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham the Company for such Required Registration Statement or Required Shelf Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. Wyndham shall not be required to effect, pursuant to this Section 2(a)(i), (i) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million have initiated or joined in such Request and (ii) more than eight registrations in the aggregate requested by the Holders, provided that so long as the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distribution. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), and, in either such event, such withdrawal shall be treated as a Required Registration which shall have been effected pursuant to clause (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall not, without Wyndham's consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders of their Registrable Securities pursuant thereto or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, from and after the Closing, Wyndham may delay the filing of a Required Registration Statement if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for an aggregate number of days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of this Section 2(a)(i) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One or more Holders of Registrable Securities shall have the right from time to time to request in writing (a "Request") (which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham the Company register such Holders' the Registrable Securities held by such Holder or Holders by filing with the SEC a Required Registration Statement. Upon Within ten (10) business days from the receipt of such a Request, Wyndham will, by the fifth business day thereafter, Company will give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not . No later than the 45th sixtieth (60th) calendar day after the receipt of such a Request by WyndhamRequest, Wyndham the Company will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham the Company has been so requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham the Company within 9 ten (10) business days after the giving of such written notice by Wyndhamthe Company, providing for the registration under the Securities Act of the Registrable Securities which Wyndham the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and shall use all reasonable efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least 60 sixty (60) calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham the Company for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. Wyndham Pursuant to this Section 2(a)(i), the Company shall not be required to effect, pursuant to this Section 2(a)(i), : (i) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 30.0 million have initiated or joined in such Request the Request, and (ii) more than eight six (6) registrations in the aggregate requested by the Holders, provided that so long as the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham to effect additional Required Registrations provided that the Registrable Securities included therein have an aggregate Market Value of at least $50 million and provided further that any Investor proposing to distribute its Registrable Securities to its partners or shareholders shall have the right to require Wyndham to effect an additional Required Registrations to facilitate such distribution. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), and, in either such event, such withdrawal shall be treated as a Required Registration which shall have been effected pursuant to clause (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall not, without Wyndham's consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than 90 calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders of their Registrable Securities pursuant thereto or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, from and after the Closing, Wyndham may delay the filing of a Required Registration Statement if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for an aggregate number of days, taken together with any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of this Section 2(a)(i) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Right to Require Registration. One Subject to the provisions of this Paragraph 2, at any time after the date nine (9) months following a Qualified IPO, any Eligible Holder of 10% or more Holders of Registrable Securities shall have the right from time to time to request in writing outstanding Common Stock (a "Request"“Demand Holder”) which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that Wyndham register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, Wyndham will, by the fifth business day thereafter, give written notice of such requested registration to all Initial Holders of Registrable Securities, and, not later than the 45th calendar day after the receipt of such a Request by Wyndham, Wyndham will use all reasonable efforts to cause to be filed with the SEC a Required Registration Statement covering the Registrable Securities which Wyndham has been so requested to register by Holders thereof other than the Initial Holder(s) initiating the Request by written request given to Wyndham within 9 business days after the giving of such written notice by Wyndham, providing for the registration under the Securities Act of the Registrable Securities which Wyndham has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or further requests, and shall use all reasonable efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham for such Required Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. Wyndham shall not be required to effect, pursuant to this Section 2(a)(i), (i) a Required Registration hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $50 million have initiated or joined in such Request and (ii) more than eight registrations in the aggregate requested by the Holders, provided that so long as the Holders collectively beneficially own Registrable Securities with a Market Value of at least $100 million, the Holders shall have the right to require Wyndham the Company to effect additional Required Registrations provided that file a registration statement under the Securities Act for a public offering of all or any portion of the Registrable Securities included therein have an aggregate Market Value of held by such Demand Holder when such right is exercised (the shares subject to the demand, the “Registration Demand Securities”), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed to be effective unless such request is with respect to Registrable Securities constituting at least $50 million and provided further five percent (5%) of the outstanding shares of the class of Registrable Securities. The demand registration rights granted to the Demand Holders in this Paragraph 2 are subject to the following limitations: (i) each Demand Holder may make a demand under this Paragraph 2 only one (1) time (a “Demand Registration”), provided, however, that any Investor proposing if after a Demand Holder executes a Demand Registration, such Demand Holder continues to distribute its Registrable Securities to its partners hold 10% or shareholders more of the outstanding Common Stock, such Demand Holder shall have the right to require Wyndham to effect an execute one additional Required Registrations to facilitate such distribution. A Request may be withdrawn prior to the filing of the Required Registration Statement by the Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Demand Registration"), and, in either such event, such withdrawal shall be treated as a Required Registration which shall have been effected pursuant to clause ; (ii) of the immediately preceding paragraph, except that the Holders may require Wyndham Company shall not be obligated to disregard one Withdrawn Request for purposes of such clause (ii). The Holders shall not, without Wyndham's consent, cause any registration statement filed under this Paragraph 2 to be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if declared effective less than 90 calendar days have elapsed since (A) six months after the effective date of the most recent registration statement filed by the Company on its own behalf; (iii) the managing underwriter of any such offering shall be a prior Required nationally recognized investment banking firm selected by the Company and approved by the Demand Holder making the Demand Registration Statement, (Bwhich approval shall not be unreasonably withheld); (iv) in notwithstanding the case giving of notice by a Required Registration which is effected other than by means Demand Holder of an Underwritten Offeringthe exercise of its right to require registration under this Paragraph 2, the date Company may elect to convert such registration into a registration of shares for sale by the Holders Company pursuant to Paragraph 1 hereof by providing notice to the Securityholders in accordance with Paragraph 1, and in such event the provisions of their Paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make a one-time election to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determines, in its good faith judgment, that (x) such Demand Registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (Cz) the date Company is unable to comply with the registration requirements of withdrawal the Commission; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a Withdrawn Required Registration. Notwithstanding request for Demand Registration hereunder and the foregoing, from Company will pay all Registration Expenses in connection with such withdrawn registration request; and after the Closing, Wyndham may delay the filing of a Required Registration Statement if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for an aggregate number of days, taken together with (vi) any Blackout Period invoked pursuant to Section 2(a)(ii), not to exceed 60 days in any twelve month period (a "Blackout Period"). The registration rights granted pursuant to the provisions of demand under this Section 2(a)(i) Paragraph 2 shall be in addition for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration rights granted pursuant to the other provisions statement for a maximum of this Section 2thirty (30) days.