Common use of Selection of Underwriters Clause in Contracts

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a majority of the Requesting Holders, the offering of Registrable Securities pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, form of the Companya “firm commitment” underwritten offering. If the CD&R Stockholders intend that The Holders of a majority of the Registrable Securities requested to be covered by registered in a Demand Registration shall select the investment banking firm or firms to manage the underwritten offering, provided that such selection shall be distributed by means subject to the consent of an Underwritten Offeringthe Company, the CD&R Stockholders which consent shall so advise the Company in writingnot be unreasonably withheld or delayed. The right of any CD&R Stockholder to No Holder may participate in an Underwritten Offering any registration pursuant to this Section 2 will be conditioned upon 2.1.1 unless such CD&R Stockholder’s participation in Holder (x) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company y) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of his or its Registrable Securities to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration.

Selection of Underwriters. The lead underwriters Except as set forth in this Section 5(b)(vi), the Holders of any Underwritten Offering effected pursuant a majority of the Registrable Shares requested to a Demand Registration or be included in a Shelf Takedown shall be selected by have the CD&R Stockholdersright to select the underwriters and managing underwriter (which shall consist of one or more reputable nationally recognized investment banks), subject to the consentCompany’s prior approval (and in the event such Holders control a majority of the Board and the managing underwriter or any other underwriter selected by such Holders is not one of the investment banks listed on Annex II attached hereto (or a successor entity of the applicable investment bank), the other Principal Stockholder’s approval), in each case, which shall not to be unreasonably withheld, conditioned or delayed; provided that Popular Securities, Inc. will be notified of the Company. If initial organizational meeting for any such registration and, if Popular Securities, Inc. is not selected as the CD&R Stockholders intend that managing underwriter, the Company and the Holders of a majority of the Registrable Securities Shares requested to be covered by included in a Demand Registration shall Shelf Takedown will consider in good faith including it as a co-lead underwriter or co-lead book-running manager of such registration. If a Principal Stockholder who requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be distributed by means included in a Shelf Takedown so requests, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder Registrable Shares to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation included in such underwriting and the inclusion of Shelf Takedown shall, acting together, select one co-lead underwriter mutually agreeable to such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s))Principal Stockholders, provided that which (A) no CD&R Stockholder shall be required to sell more than one of the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration investment banks listed on Annex II attached hereto and (B) if shall not be an Affiliate of any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Principal Stockholders (the “ST Selected Underwriter”).

Selection of Underwriters. The lead underwriters Except as set forth in this Section 5(a)(ix), the Holders of any Underwritten Offering effected pursuant a majority of the Registrable Shares requested to be included in a Demand Registration which is an underwritten offering shall have the right to select the underwriters and managing underwriter (which shall consist of one or a Shelf Takedown shall be selected by the CD&R Stockholdersmore reputable nationally recognized investment banks), subject to the consentCompany’s approval (and in the event such Holders control a majority of the Board and the managing underwriter or any other underwriter selected by such Holders is not one of the investment banks listed on Annex II attached hereto (or a successor entity of the applicable investment bank), the other Principal Stockholder’s approval), in each case, which shall not to be unreasonably withheld, conditioned or delayed; provided that Popular Securities, Inc. will be notified of the Company. If initial organizational meeting for any such registration and, if Popular Securities, Inc. is not selected as the CD&R Stockholders intend that managing underwriter, the Company and the Holders of a majority of the Registrable Securities Shares requested to be covered by included in a Demand Registration shall will consider in good faith including it as a co-lead underwriter or co-lead book-running manager of such registration. If a Principal Stockholder who requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be distributed by means included in a Demand Registration so requests, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder Registrable Shares to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation included in such underwriting and the inclusion of Demand Registration shall, acting together, select one co-lead underwriter mutually agreeable to such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s))Principal Stockholders, provided that which (A) no CD&R Stockholder shall be required to sell more than one of the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration investment banks listed on Annex II attached hereto and (B) if shall not be an Affiliate of any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Principal Stockholders (the “DR Selected Underwriter”).

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a majority of the Requesting Holders, the offering of Registrable Shares pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholders, subject to form of a “firm commitment” underwritten offering. The Holders of a majority of the consent, not Registrable Shares to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by registered in a Demand Registration shall select the investment banking firm or firms to manage the underwritten offering, provided that such selection shall be distributed by means subject to the consent of an Underwritten Offeringthe Company, the CD&R Stockholders which consent shall so advise the Company in writingnot be unreasonably withheld or delayed. The right of any CD&R Stockholder to No Holder may participate in an Underwritten Offering any registration pursuant to this Section 2 will be conditioned upon 2.1.1 unless such CD&R Stockholder’s participation in Holder (x) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities Shares on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company y) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xa) those related such Holder’s ownership of his or its Registrable Shares to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances, (b) such Holder’s power and authority to effect such transfer, Registrable Securities and (yc) those related such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) net amount received by such Person pertaining exclusively Holder from the sale of his or its Registrable Shares pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that Initiating Holders holding a majority of the Registrable Securities for which registration was requested intend to be distribute the Registrable Securities covered by a Demand their Registration shall be distributed Request by means of an Underwritten Offering, the CD&R Stockholders shall they will so advise the Company as a part of the Registration Request, and the Company will include such information in writingthe notice sent by the Company to the other Holders with respect to such Registration Request and the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering. The In such event, the Initiating Holders holding a majority of the Registrable Securities for which registration was requested will have the right to select the Underwriters or other investment banker(s) and manager(s) to administer the offering, subject to the Company's approval which will not be unreasonably withheld, conditioned or delayed. If the offering is an Underwritten Offering, the Company will use reasonable best efforts to ensure that the right of any CD&R Stockholder Person (including other Holders) to participate in an Underwritten Offering pursuant to this Section 2 such registration will be conditioned upon such CD&R Stockholder’s Person's participation in such underwriting at the same price and on the same terms of underwriting applicable to the Initiating Holders and the inclusion of such CD&R Stockholder’s Person's Registrable Securities in the underwriting Underwritten Offering (unless otherwise agreed by the Majority Holders of the Registration), and each such CD&R Stockholder Person will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwritingUnderwritten Offering) enter into an underwriting agreement in customary form with the underwriter(s) Underwriter or Underwriters selected for such underwriting (including pursuant to the terms of Underwritten Offering. If any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder Holder disapproves of the terms of the underwritingUnderwritten Offering, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, Underwriter and the other CD&R Stockholders, provided, further, that no such Person (other than Majority Holders of the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Registration.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a Requesting Holder, the offering of Registrable Shares pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholders, form of a “firm commitment” underwritten offering. The Requesting Holder shall select the investment banking firm or firms to manage the underwritten offering; provided that such selection shall be subject to the consentconsent of BBUC, which consent shall not to be unreasonably withheld, of the Companywithheld or delayed. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to No Holder may participate in an Underwritten Offering any registration pursuant to this Section 2 will be conditioned upon 2.1.1 unless such CD&R Stockholder’s participation in Holder (a) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities Shares on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company b) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of Registrable Shares to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, Registrable Securities and (yiii) those related such matters pertaining to compliance with Securities Laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) net amount received by such Person pertaining exclusively Holder from the sale of its Registrable Shares pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected If a requested registration pursuant to a Demand Registration or a Shelf Takedown this Section 3 involves an underwritten offering, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) to administer the offering shall be selected chosen by the CD&R StockholdersDemand Party, provided that if a Holder other than the Investor is the Demand Party, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) to administer the offering shall be chosen by the Investor, provided, further, that if a Holder other than the Demand Party will sell at least 50% of the Registrable Securities proposed to be sold in such offering and the Investor is not participating in such offering, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) shall be chosen by such other Holder (such other Holder, if any, the “Lead Holder”), in each case subject to the consent, approval of the Company (not to be unreasonably delayed or withheld, of the Company). If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offeringoffering is underwritten, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the Demand Party), and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) underwriter or underwriters selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), ; provided that (Ax) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and (By) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom prior to launching the applicable underwritten offering by written notice to the Company, the managing underwriter(s) underwriter or underwriters and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Demand Party.

Selection of Underwriters. The lead Except as set forth in this Section 5(c)(iv), if any Piggyback Takedown is an underwritten primary offering, the Company will have the sole right to select the underwriters and managing underwriter (which shall consist of one or more reputable nationally recognized investment banks) for such underwritten primary offering. If any Underwritten Offering effected pursuant Piggyback Takedown is an underwritten secondary offering, the Holders of a majority of the Registrable Shares requested to a Demand Registration or a Shelf be included in such Piggyback Takedown shall be selected by have the CD&R Stockholdersright to select the underwriters and managing underwriter (which shall consist of one or more reputable nationally recognized investment banks), subject to the consentCompany’s prior approval (and in the event such Holders control a majority of the Board and the managing underwriter or any other underwriter selected by such Holders is not one of the investment banks listed on Annex II attached hereto (or a successor entity of the applicable investment bank), the other Principal Stockholder’s approval), in each case, which shall not to be unreasonably withheld, conditioned or delayed; provided that Popular Securities, Inc. will be notified of the Company. If initial organizational meeting for any such registration and, Popular Securities, Inc. is not selected as the CD&R Stockholders intend that managing underwriter, the Company and the Holders of a majority of the Registrable Securities Shares requested to be covered by included in a Demand Registration shall Piggyback Takedown will consider in good faith including it as a co-lead underwriter or co-lead book-running manager of such registration. If a Principal Stockholder who requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be distributed by means included in a Piggyback Takedown so requests, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder Registrable Shares to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation included in such underwriting and the inclusion of Piggyback Takedown shall, acting together, select one co-lead underwriter mutually agreeable to such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s))Principal Stockholders, provided that which (A) no CD&R Stockholder shall be required to sell more than one of the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration investment banks listed on Annex II attached hereto and (B) if shall not be an Affiliate of any CD&R Stockholder disapproves of such Principal Stockholders (the “PT Selected Underwriter”, and any of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the CompanyDR Selected Underwriter, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2ST Selected Underwriter or the PT Selected Underwriter, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5“Selected Underwriter”).

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a majority of the Requesting Holders, the offering of Registrable Shares pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholders, subject to form of a “firm commitment” underwritten offering. The Holders of a majority of the consent, not Registrable Shares to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by registered in a Demand Registration shall select the investment banking firm or firms to manage the underwritten offering, provided that such selection shall be distributed by means subject to the consent of an Underwritten Offeringthe Company, the CD&R Stockholders which consent shall so advise the Company in writingnot be unreasonably withheld or delayed. The right of any CD&R Stockholder to No Holder may participate in an Underwritten Offering any registration pursuant to this Section 2 will be conditioned upon 2.1.1 unless such CD&R Stockholder’s participation in Holder (x) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities Shares on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company y) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of his or its Registrable Shares to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, Registrable Securities and (yiii) those related such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) net amount received by such Person pertaining exclusively Holder from the sale of his or its Registrable Shares pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders Standard General Parties or their Affiliates intend that the Registrable Securities requested to be covered by a Demand Registration requested by such Holder shall be distributed by means of an Underwritten Offering, the CD&R Stockholders such demanding Holder shall so advise the Company as a part of the Demand Notice, and the Company shall include such information in writingthe Notice sent by the Company to the other Holders with respect to such Demand Registration. The In such event, the lead underwriter to administer the offering shall be chosen by the demanding Holder, subject to the approval of the Company, not to be unreasonably withheld. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Holder) and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and (B) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholdersdemanding Holder, provided, further, provided further that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R StockholderHolder. Notwithstanding the foregoing, no CD&R Stockholder Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Holder that are greater than its obligations pursuant to Section 56. If any Shelf Registration Statement is in the form of a Hedging Transaction, the demanding Holder shall select and obtain an investment banking firm of national or regional reputation to act as the Hedging Counterparty of the Hedging Transaction.

Selection of Underwriters. The lead underwriters DLJ Partners II shall, for a period of any Underwritten Offering effected pursuant thirty (30) days after the receipt by DLJ Partners II of Notice of a Piggyback Registration, have the right, but not the obligation, to a Demand designate, in its sole and absolute discretion, the book-running managing Underwriter with respect to the Piggyback Registration or a Shelf Takedown any other underwritten public offering of Registrable Securities or other securities of the Company (the "Managing Underwriter") and shall, in consultation with the Company, select such additional Underwriters to be used in connection with the offering, if any, unless, at the time the Company takes the necessary corporate action to approve the filing of the registration statement, DLJ and Permitted Transferees collectively do not beneficially own at least five percent (5%) of the Fully-Diluted Common Shares. In the event that DLJ Partners II exercises such right by notifying the Company thereof, DLJ Partners II shall select, upon consultation with the Company, one or more co-managers for each such offering if DLJ Partners II, in its sole discretion, shall determine that any be necessary, and the underwriting fees related to any such offering shall be selected by the CD&R Stockholders, allocated among any such co-managers in such proportions as DLJ Partners II shall determine. The Managing Underwriter's compensation for such services will be at market rates subject to the consent, not to be unreasonably withheld, type and size of the Companyoffering. If In the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means event of an Underwritten Offeringany such offering, the CD&R Stockholders shall so advise Managing Underwriter and the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant appropriate to the terms of any over-allotment or “green shoe” option requested circumstances, containing provisions for, among other things, compensation, indemnification, contribution, and representations and warranties, which are usual and customary for similar agreements entered into by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus Managing Underwriter or other document investment bankers of national standing acting in reliance upon, and in conformity with, written information prepared and furnished similar transactions. The Managing Underwriter shall have no obligation to act as underwriter or dealer-manager to the Company or to purchase any securities of the Company, except to the extent that such obligations arise out of an underwriting agreement or dealer-manager agreement, as the case may be, with respect to a particular offering executed and delivered by both the Managing Underwriter and the Company. In the event that DLJ and Permitted Transferees collectively do not beneficially own at least five percent (5%) of the Fully-Diluted Common Shares at the time the Company takes the necessary corporate action to approve the filing of the registration statement, or DLJ Partners II does not exercise such right within such thirty (30) day period by notifying the Company thereof, the Company shall select the book-running managing underwriter(s) by Underwriter and such Person pertaining exclusively additional Underwriters to such CD&R Stockholder. Notwithstanding be used in connection with the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5offering.

Selection of Underwriters. The lead underwriters In connection with the IPO Registration Request and any other Registration Request in which the Required Holders intend to distribute the Registrable Securities by means of any Underwritten Offering effected pursuant an underwritten offering, they will so advise the Registering Entity as a part of the Registration Request, and the Registering Entity will include such information in the notice sent by the Registering Entity to the other Holders with respect to such Registration Request. In such event, the Holders of a Demand majority of the Registrable Securities covered by such Registration or a Shelf Takedown Request will have the right to select the managing underwriter to administer the offering; provided that (i) in the case of an IPO Registration Request, such underwriter shall be selected by after consultation with Melco Crown Entertainment Limited and (ii) in the CD&R Stockholderscase of all other Registration Requests, such underwriter shall be subject to the consent, Registering Entity’s approval which will not to be unreasonably withheld, of the Companyconditioned or delayed . If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offeringoffering is underwritten, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders of a majority of Registrable Securities covered by a particular registration), and each such CD&R Stockholder Holder will (together with the Company Registering Entity and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) underwriter or underwriters selected for such underwriting (including pursuant to the terms of underwriting. If any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the CompanyRegistering Entity, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, underwriter and the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Required Holders.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a majority of the Holders, the offering of Registrable Securities pursuant to a Demand Registration or a Shelf Takedown Takedown, shall be selected by in the CD&R Stockholders, subject to form of a “firm commitment” Underwritten Offering. In the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means case of an Underwritten Offering, a majority of such Holders shall select the CD&R Stockholders investment banking firm or firms to manage the Underwritten Offering; provided, that such selection shall so advise be subject to the Company in writingprior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The right of any CD&R Stockholder to No Holder may participate in an any such Underwritten Offering pursuant unless such Holder (x) agrees to this Section 2 will be conditioned upon sell such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company y) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration Holder’s representations and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, warranties in connection with an Underwritten Offering any such registration shall be substantially consistent in substance and scope with those that are customarily made by selling securityholders to underwriters and issuers in underwritten offerings; provided, further, however, that the obligation of such Holder to indemnify pursuant to this Section 2any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the other CD&R Stockholders, liability of each such Holder will be in proportion thereto; provided, further, that no such Person (other than the Company) shall liability will be required to make any representations or warranties other than (x) those related limited to the title and ownership of, and power and authority to transfer, net amount received by such Holder from the sale of such Holder’s Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Underwritten Offering.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected the Holders of a majority of the Registrable Securities to be registered, the offering of Registrable Securities pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, form of the Companya “firm commitment” underwritten offering. If the CD&R Stockholders intend that The Holders of a majority of the Registrable Securities requested to be covered by registered in a Demand Registration shall select the investment banking firm or firms to manage the underwritten offering, provided, however, that such selection shall be distributed by means subject to the consent of an Underwritten OfferingParent, the CD&R Stockholders which consent shall so advise the Company in writingnot be unreasonably withheld or delayed. The right of any CD&R Stockholder to No Holder may participate in an Underwritten Offering any registration pursuant to this Section 2 will 2.1.1 that is to be conditioned upon effected through an underwritten offering unless such CD&R Stockholder’s participation in Holder (a) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company b) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, further, however, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of his or its Registrable Securities to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a majority of the Requesting Holders, the offering of Registrable Shares pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholders, subject to form of a "firm commitment" Underwritten Offering. The Holders of a majority of the consent, not Registrable Shares to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by registered in a Demand Registration shall be distributed by means of an select the investment banking firm or firms to manage the Underwritten Offering, provided, however, that such selection shall be subject to the CD&R Stockholders consent of the Company, which consent shall so advise the Company in writingnot be unreasonably withheld or delayed. The right of any CD&R Stockholder to No Holder may participate in an Underwritten Offering any registration pursuant to this Section 2 will be conditioned upon 2.1(i) unless such CD&R Stockholder’s participation Holder (x) agrees to sell such Holder's Registrable Shares on the basis provided in such any underwriting arrangements described above and the inclusion (y) completes and executes all questionnaires, powers of such CD&R Stockholder’s Registrable Securities in the attorney, indemnities, underwriting agreements and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder's ownership of its or its Registrable Shares to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances, (ii) such Holder's power and authority to effect such transfer, Registrable Securities and (yiii) those related such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion thereto, and provided, further, however, that such liability will be limited to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) net amount received by such Person pertaining exclusively Holder from the sale of its Registrable Shares pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a majority of the Requesting Holders, the offering of Registrable Securities pursuant to a Demand Registration or a Shelf Takedown Registration, shall be selected by in the CD&R Stockholders, subject to form of a “firm commitment” Underwritten Offering. In the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means case of an Underwritten Offering, a majority of the CD&R Stockholders Requesting Holders shall so advise select the Company in writinginvestment banking firm or firms to manage the Underwritten Offering; provided, that such selection shall be subject to the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The right of any CD&R Stockholder to No Holder may participate in an any such Underwritten Offering pursuant unless such Holder (x) agrees to this Section 2 will be conditioned upon sell such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company y) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration Holder’s representations and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, warranties in connection with an Underwritten Offering any such registration shall be substantially consistent in substance and scope with those that are customarily made by selling securityholders to underwriters and issuers in underwritten offerings; provided, further, however, that the obligation of such Holder to indemnify pursuant to this Section 2any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the other CD&R Stockholders, liability of each such Holder will be in proportion thereto; provided, further, that no such Person (other than the Company) shall liability will be required to make any representations or warranties other than (x) those related limited to the title and ownership of, and power and authority to transfer, net amount received by such Holder from the sale of such Holder’s Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Underwritten Offering.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a majority of the Requesting Holders, the offering of Registrable Shares pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means form of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writingunderwritten offering. The right of any CD&R Stockholder Company shall select the investment banking firm or firms to manage the underwritten offering. No Holder may participate in an Underwritten Offering any registration pursuant to this Section 2 will be conditioned upon 2.1.1 unless such CD&R Stockholder’s participation in Holder (x) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities Shares on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company y) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of his or its Registrable Shares to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, Registrable Securities and (yiii) those related such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) net amount received by such Person pertaining exclusively Holder from the sale of his or its Registrable Shares pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a Requesting Holder, the offering of Registrable Units pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholders, form of a “firm commitment” underwritten offering. The Requesting Holder shall select the investment banking firm or firms to manage the underwritten offering; provided that such selection shall be subject to the consentconsent of BPY, which consent shall not to be unreasonably withheld, of the Companywithheld or delayed. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to No Holder may participate in an Underwritten Offering any registration pursuant to this Section 2 will be conditioned upon 2.1.1 unless such CD&R Stockholder’s participation in Holder (a) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities Units on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company b) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of Registrable Units to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, Registrable Securities and (yiii) those related such matters pertaining to compliance with Securities Laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Units, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) net amount received by such Person pertaining exclusively Holder from the sale of its Registrable Units pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected If a requested registration pursuant to a Demand Registration or a Shelf Takedown this Article 2 involves an underwritten offering, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) to administer the offering shall be selected chosen by the CD&R StockholdersInvestor (if the Investor is participating in the offering) or otherwise by the Holder(s) selling the largest number of Registrable Securities in such offering, provided, that if a Holder other than the Demand Party will sell at least 50% of the Registrable Securities proposed to be sold in such offering and the Investor is not participating in such offering, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) shall be chosen by such other Holder (such other Holder, if any, the “Lead Holder”), subject to the consent, approval of the Company (not to be unreasonably delayed or withheld, of the Company). If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offeringoffering is underwritten, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section Article 2 will be conditioned upon such CD&R StockholderXxxxxx’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the Demand Party), and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement and lock-up agreement in customary form with the underwriter(s) underwriter or underwriters selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), ; provided that (Ax) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and (By) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom prior to launching the applicable underwritten offering by written notice to the Company, the managing underwriter(s) underwriter or underwriters and, in connection with an Underwritten Offering underwritten registration pursuant to this Section Article 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Demand Party.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected If a requested registration pursuant to a Demand Registration or a Shelf Takedown this Section 3 involves an underwritten offering, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) to administer the offering shall be selected chosen by the CD&R StockholdersDemand Party, provided that if a Holder other than the Investor is the Demand Party, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) to administer the offering shall be chosen by the Investor, provided; further, that if a Holder other than the Demand Party will sell at least 50% of the Registrable Securities proposed to be sold in such offering and the Investor is not participating in such offering, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) shall be chosen by such other Holder (such other Holder, if any, the “Lead Holder”), in each case subject to the consent, approval of the Company (not to be unreasonably delayed or withheld, of the Company). If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offeringoffering is underwritten, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the Demand Party), and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) underwriter or underwriters selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), ; provided that (Ax) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and (By) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom prior to launching the applicable underwritten offering by written notice to the Company, the managing underwriter(s) underwriter or underwriters and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Demand Party.

Selection of Underwriters. The At any time or from time to time, the Holders of a majority (based on fully diluted Common Shares represented by or that may be acquired upon exercise of such Registrable Securities) of the Registrable Securities covered by a Required Registration Statement may elect to have such Registrable Securities sold in an Underwritten Offering and may select the investment banker or investment bankers and manager or managers that will serve as lead underwriters and co-managing Underwriters with respect to the offering of such Registrable Securities, subject to the consent of the Company which shall not be unreasonably withheld. No Holder may participate in any Underwritten Offering effected pursuant hereunder unless such Holder (a) agrees to sell such Holder's securities on the basis provided in any underwriting arrangements approved by (i) in the context of a Demand Registration or Shelf Registration, the Holders of such a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, majority of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand the Registration shall be distributed by means Statement, or (ii) in the context of an Underwritten OfferingIncidental Registration, the CD&R Stockholders shall so advise the Company in writing. The right Company, and (b) completes and executes all questionnaires, powers of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such attorney, custody agreements, indemnities, underwriting agreements and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to other documents required under the terms of any over-allotment or “green shoe” option requested by such Underwritten Offering. The underwriting agreement entered into with the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, lead Underwriter in connection with an Underwritten Offering pursuant shall contain such representations, warranties, indemnities and agreements then customarily included in underwriting or purchase agreements by such lead Underwriter with respect to this Section 2, the other CD&R Stockholders, secondary distributions of securities; provided, furtherhowever, that no such Person (other than the Company) a Holder's indemnity obligations thereunder shall be required to make any representations or warranties other than (x) those related limited to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) proceeds received by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding Holder in the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5related offering.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend PEP Investor or any of its Affiliates that are Holders of Registrable Securities intends that the Registrable Securities requested to be covered by a Demand Registration requested by such demanding Holder shall be distributed by means of an Underwritten Offering, the CD&R Stockholders such demanding Holder shall so advise the Company as a part of the Demand Notice, and the Company shall include such information in writingthe Notice sent by the Company to the other Holders with respect to such Demand Registration. The In such event, the lead underwriter to administer the offering shall be chosen by the demanding Holder, after consultation with the Company. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration registration, and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, provided further that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Holder.

Selection of Underwriters. The lead underwriters If any of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, Investor or its Affiliates that are Holders of the Company. If the CD&R Stockholders intend Registrable Securities intends that the Registrable Securities requested to be covered by a Demand Registration requested by the CD&R Investor and its Affiliates that are Holders of Registrable Securities shall be distributed by means of an Underwritten Offeringunderwritten offering, the CD&R Stockholders Investor or its Affiliates that are Holders of Registrable Securities shall so advise the Company as a part of the Demand Notice, and the Company shall include such information in writingthe Notice sent by the Company to the other Holders with respect to such Demand Registration. The In such event, the lead underwriter to administer the offering shall be chosen by the CD&R Investor and its Affiliates that are Holders of Registrable Securities, subject to the prior consent, not to be unreasonably withheld or delayed, of the Company. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the CD&R Investor and its Affiliates that are Holders of Registrable Securities) and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) underwriter or underwriters selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment option to purchase additional shares or “green shoe” option requested by the managing underwriter(s)underwriter or underwriters), provided that (A) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and registration, (B) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) underwriter or underwriters and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholders, provided, further, Investor and its Affiliates that are Holders of Registrable Securities and (C) no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) underwriter or underwriters by such Person pertaining exclusively to such CD&R StockholderHolder. Notwithstanding the foregoing, no CD&R Stockholder Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Holder that are greater than its obligations pursuant to Section 5.

Selection of Underwriters. The lead underwriters If any of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend Investor or its Affiliates that are Holders intends that the Registrable Securities requested to be covered by a Demand Registration or Take-Down Notice, as applicable, requested by such demanding Holder shall be distributed by means of an Underwritten Offeringunderwritten offering, the CD&R Stockholders such Holder shall so advise the Company as a part of the Demand Notice or Take-Down Notice, as applicable, and the Company shall include such information in writingthe notice sent by the Company to the other Holders with respect to such Demand Registration or Shelf Underwritten Offering, as applicable. The In such event, the lead underwriter to administer the offering shall be chosen by the demanding Holder, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Company. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Holder) and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment underwriter option or “green shoe” option requested by the managing underwriter(s)), provided that (Ax) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and registration, (By) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholders, provided, further, that demanding Holder and (z) no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoingHolder; provided, further, that no CD&R Stockholder Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Holder that are greater than its obligations pursuant to Section 5.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected the Demanding Stockholder(s) making a Demand Request, the offering of Registrable Shares pursuant to such Demand Registration, including pursuant to a Shelf Registration that is a Demand Registration or a Shelf Takedown Registration, shall be selected by in the CD&R Stockholdersform of a “firm commitment” underwritten offering. The Demanding Stockholders making such Demand Request shall select (i) the investment banking firm or firms to manage the underwritten offering and (ii) counsel to the Requesting Holders; provided that, in the case of clause (i), such selection shall be subject to the consent, not to be unreasonably withheld, consent of the Company, which consent shall not be unreasonably withheld or delayed. If No Holder may participate in any underwritten registration pursuant to Section 2.1(a) unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the CD&R Stockholders intend that the Registrable Securities requested to be covered basis provided in any underwriting agreement described above as agreed upon by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company and accepts the underwriters selected in writing. The right of any CD&R Stockholder to participate accordance with the procedures described in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required by the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to managing underwriters under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), such underwriting agreements; provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) Holder shall be required to make any representations or warranties warranties, or give any indemnities, in connection with any such registration other than representations and warranties, or indemnities, as to (xi) those related such Holder’s ownership of his, her or its Registrable Shares to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, Registrable Securities and (yiii) those related to the accuracy and completeness of statements made in a Registration Statementregistration statement, Prospectus prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person Holder pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoingHolder; provided, no CD&R Stockholder further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be required several, not joint and several, among such Holders selling Registrable Shares, and such liability shall be limited to agree the net amount received by such Holder from the sale of his, her or its Registrable Shares pursuant to such registration (which amounts shall include the amount of cash or the fair market value of any indemnification obligations on assets, including Common Stock, received in exchange for the part sale or exchange of such CD&R Stockholder Registrable Shares or that are greater than its obligations pursuant the subject of a distribution), and the relative liability of each such Holder shall be in proportion to Section 5such net amounts.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by At the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, request of the Company. If Holders of at least a majority of the CD&R Stockholders intend that the number of Registrable Securities Shares requested to be covered by included in a Demand Registration, the offering of Registrable Shares pursuant to such Demand Registration shall be distributed by means in the form of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writinga “firm commitment” underwritten offering. The right Holders of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion at least a majority of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities Shares requested to be included in such Demand Registration shall select the investment banking firm or firms to manage the underwritten offering; provided that such CD&R Stockholder has requested selection shall be subject to the Company to include consent of TERP, which consent shall not be unreasonably withheld or delayed. No Holder may participate in any registration pursuant to Section 2.1.1 unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements described above and (By) if any CD&R Stockholder disapproves completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of Registrable Shares to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, Registrable Securities and (yiii) those related such matters pertaining to compliance with U.S. Securities Laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) net amount received by such Person pertaining exclusively Holder from the sale of his or its Registrable Shares pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration.

Selection of Underwriters. The lead underwriters If any of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend Investors or their Affiliates that are Holders intends that the Registrable Securities requested to be covered by a Demand Registration or Take-Down Notice, as applicable, requested by such demanding Holder shall be distributed by means of an Underwritten Offeringunderwritten offering, the CD&R Stockholders such Holder shall so advise the Company as a part of the Demand Notice or Take-Down Notice, as applicable, and the Company shall include such information in writingthe notice sent by the Company to the other Holders with respect to such Demand Registration or Shelf Underwritten Offering, as applicable. The In such event, the lead underwriter to administer the offering shall be chosen by the demanding Holder, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Company. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Holder) and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment underwriter option or “green shoe” option requested by the managing underwriter(s)), provided that (Ax) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and registration, (By) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholders, provided, further, that demanding Holder and (z) no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoingHolder; provided, further, that no CD&R Stockholder Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Holder that are greater than its obligations pursuant to Section 5.

Selection of Underwriters. Notwithstanding anything to the contrary set forth in this Agreement, in connection with any registration requested by Xxxxxxx pursuant to Section 3(a) or any registration pursuant to which Xxxxxxx exercises its piggyback rights pursuant to Section 4 hereof (other than in the case of any offering or registration initiated by the Company for its own account), Xxxxxxx shall have the right in its sole discretion to require that the sale of its Registrable Common Stock included in such registration be made in an underwritten offering on a “firm commitment” basis. The lead underwriter or underwriters of any Underwritten Offering effected each underwritten offering, if any, of the Registrable Common Stock to be registered pursuant to a Demand Registration Section 2(a) or a Shelf Takedown 3(a) hereof shall be selected by Xxxxxxx or, if Xxxxxxx and its Affiliates do not beneficially own a majority of the CD&R Stockholders, subject to the consent, not shares of Registrable Common Stock to be unreasonably withheldregistered, then the Selling Holders beneficially owning at least a majority of the Companyshares of Registrable Common Stock to be registered. In the case of any offering or registration initiated by the Company for its own account or any other offering not effected pursuant to Section 2(a) or 3(a) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 4 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion; provided that, the Company shall not identify any Holder or subsequent purchaser of Registrable Common Stock as an underwriter in any public disclosure with the Commission or any trading market without the prior written consent of such Holder or such subsequent purchaser, as the case may be. If the CD&R Stockholders intend that Company is required by law to identify any such party as an underwriter in any public disclosure or filing with the Registrable Securities requested Commission or any trading market, it must notify such party in advance and such party shall have the option, in its sole discretion, to be covered by a Demand Registration consent to such identification as an underwriter within five (5) Business Days or such party shall be distributed by means of an Underwritten Offering, deemed to have consented to have its Registrable Common Stock removed from the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any applicable registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5statement.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by WildStar, on behalf of the CD&R demanding or requesting Stockholders, subject to the consent, not to be unreasonably withheld, of the Company; provided that the Company may select the counsel for such lead underwriters that is acceptable to such underwriters and reasonably acceptable to the demanding or requesting Stockholders. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders WildStar shall so advise the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration registration) and (Bii) if any CD&R Stockholder disapproves complete, execute and deliver all customary questionnaires, powers of attorney, stock powers, custody agreements, indemnities, underwriting agreements and other documents and agreements reasonably required under the terms of such underwriting arrangements or as may be reasonably requested by the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to Company and the Company, the lead managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, ); provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 56. Notwithstanding the foregoing, if any Stockholder disapproves of the terms of the applicable underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a majority of the Requesting Holders, the offering of Registrable Securities pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, form of the Companya “firm commitment” underwritten offering. If the CD&R Stockholders intend that The Holders of a majority of the Registrable Securities requested to be covered by registered in a Demand Registration shall be distributed by means of an Underwritten Offeringshall, after consultation in good faith with the CD&R Stockholders shall so advise Company, select the Company in writinginvestment banking firm or firms to serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering. The right of any CD&R Stockholder to No Holder may participate in an Underwritten Offering any registration pursuant to this Section 2 will be conditioned upon ‎2.1.1 unless such CD&R Stockholder’s participation in Holder (x) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company y) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of his or its Registrable Securities to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be in proportion thereto, and provided, further that such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively pursuant to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration.

Selection of Underwriters. The lead underwriters offering of any Registrable Shares pursuant to such Underwritten Offering effected Registration or Shelf Takedown, including pursuant to a Shelf Registration, shall be in the form of a “firm commitment” underwritten offering. The Demanding Stockholders making such Demand Registration Request or a Shelf Takedown Request shall select (i) the investment banking firm or firms to manage the underwritten offering and (ii) counsel to the Requesting Holders; provided that, in the case of clause (i), such selection shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, consent of the Company, which consent shall not be unreasonably withheld or delayed. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to No Holder may participate in an any Underwritten Offering Registration or Shelf Takedown pursuant to this Section 2 will be conditioned upon 2.2(a) unless such CD&R Stockholder’s participation in Holder (x) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities Shares on the basis provided in the any underwriting and each such CD&R Stockholder will (together with agreement agreed upon by the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement accepts the underwriters selected in customary form accordance with the underwriter(sprocedures described in this Section 2.2(e), and (y) selected for such completes and executes all questionnaires, powers of attorney, indemnities, underwriting (including pursuant to agreements and other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), such underwriting agreement; provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of his, her or its Registrable Shares to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, Registrable Securities and (yiii) those related such matters pertaining to such Holder’s compliance with securities laws with respect to the accuracy Registrable Shares as may be reasonably requested; provided, further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and completeness of statements made in a Registration Statementseveral, Prospectus or other document in reliance uponamong such Holders selling Registrable Shares, and in conformity with, written information prepared and furnished such liability shall be limited to the Company net amount received by such Holder from the sale of his, her or its Registrable Shares pursuant to such Underwritten Registration or Shelf Takedown (which amounts shall include the amount of cash or the managing underwriter(s) by fair market value of any assets, including Common Stock, received in exchange for the sale or exchange of such Person pertaining exclusively Registrable Shares or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such CD&R Stockholder. Notwithstanding the foregoingnet amounts; provided, no CD&R Stockholder further that this Section 2.2(e) shall be required not require any Holder of Registrable Shares to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater lock up agreement, market standoff agreement or holdback agreement other than its obligations pursuant to those permitted by Section 52.5 hereof.

Selection of Underwriters. The lead underwriters of If any Underwritten Offering effected pursuant to a Demand Registration Investor or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend its Affiliates intends that the Registrable Securities requested to be covered by a Demand Registration or a Take-Down Notice requested by such Holder shall be distributed by means of an Underwritten Offering, the CD&R Stockholders such demanding Holder shall so advise the Company Issuer as a part of the Demand Notice or Take-Down Notice, and the Issuer shall include such information in writingthe Notice sent by the Issuer to the other Holders with respect to such Demand Registration or Take-Down Notice. The In such event, the lead underwriter to administer the offering shall be chosen by the demanding Holder, subject to approval (not to be unreasonably withheld) by the Issuer. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Holder) and each such CD&R Stockholder Holder will (together with the Company Issuer and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company Issuer to include in any registration and (B) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the CompanyIssuer, the managing underwriter(s) and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholdersdemanding Holder, provided, further, provided further that no such Person (other than the Company) Holder shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company Issuer or the managing underwriter(s) by such Person Holder pertaining exclusively to such CD&R StockholderHolder. Notwithstanding the foregoing, no CD&R Stockholder Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Holder that are greater than its obligations pursuant to Section 56.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that Initiating Holders holding a majority of the Registrable Securities for which registration was requested intend to be distribute the Registrable Securities covered by a Demand their Registration shall be distributed Request by means of an Underwritten Offering, the CD&R Stockholders shall they will so advise the Company as a part of the Registration Request, and the Company will include such information in writingthe notice sent by the Company to the other Holders with respect to such Registration Request and the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering. The In such event, the Initiating Holders holding a majority of the Registrable Securities for which registration was requested will have the right to select the Underwriters or other investment banker(s) and manager(s) to administer the offering, subject to the Company’s approval which will not be unreasonably withheld, conditioned or delayed. If the offering is an Underwritten Offering, the Company will use reasonable best efforts to ensure that the right of any CD&R Stockholder Person (including other Holders) to participate in an Underwritten Offering pursuant to this Section 2 such registration will be conditioned upon such CD&R StockholderPerson’s participation in such underwriting at the same price and on the same terms of underwriting applicable to the Initiating Holders and the inclusion of such CD&R StockholderPerson’s Registrable Securities in the underwriting Underwritten Offering (unless otherwise agreed by the Majority Holders of the Registration), and each such CD&R Stockholder Person will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwritingUnderwritten Offering) enter into an underwriting agreement in customary form with the underwriter(s) Underwriter or Underwriters selected for such underwriting (including pursuant to the terms of Underwritten Offering. If any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder Holder disapproves of the terms of the underwritingUnderwritten Offering, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, Underwriter and the other CD&R Stockholders, provided, further, that no such Person (other than Majority Holders of the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Registration.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected If a requested registration pursuant to a Demand Registration or a Shelf Takedown this Section 3 involves an underwritten offering, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) to administer the offering shall be selected chosen by the CD&R StockholdersKKR Investor (if the KKR Investor is participating in the offering) or otherwise by the Investor(s) selling the largest number of Registrable Securities in such offering, provided, that if a Holder other than the Demand Party will sell at least 50% of the Registrable Securities proposed to be sold in such offering and neither the KKR Investor nor any other Investor is participating in such offering, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) shall be chosen by such other Holder (such other Holder, if any, the “Lead Holder”), subject to the consent, approval of the Company (not to be unreasonably delayed or withheld, of the Company). If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offeringoffering is underwritten, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the Demand Party), and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement and lock-up agreement in customary form with the underwriter(s) underwriter or underwriters selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), ; provided that (Ax) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and (By) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom prior to launching the applicable underwritten offering by written notice to the Company, the managing underwriter(s) underwriter or underwriters and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Demand Party.

Selection of Underwriters. The lead underwriters If any of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend Parties or their Affiliates intends that the Registrable Securities requested to be covered by a Demand Registration requested by such Holder shall be distributed by means of an Underwritten Offeringunderwritten offering, the CD&R Stockholders such demanding Holder shall so advise the Company as a part of the Demand Notice, and the Company shall include such information in writingthe Notice sent by the Company to the other Holders with respect to such Demand Registration. The In such event, the lead underwriter to administer the offering shall be chosen by the demanding Holder, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Company. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Holder) and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and (B) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholdersdemanding Holder, provided, further, provided further that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R StockholderHolder. Notwithstanding the foregoing, no CD&R Stockholder Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Holder that are greater than its obligations pursuant to Section 5.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected If a requested registration pursuant to a Demand Registration or a Shelf Takedown this Section 3 involves an underwritten offering, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) to administer the offering shall be selected chosen by the CD&R StockholdersDemand Party, provided that if a Holder other than an Investor is the Demand Party, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) to administer the offering shall be chosen by such Investor; provided, further, that if a Holder other than the Demand Party will sell at least 50% of the Registrable Securities proposed to be sold in such offering and an Investor is not participating in such offering, the investment banker(s) and manager(s) and lead investment banker(s) and manager(s) shall be chosen by such other Holder (such other Holder, if any, the “Lead Holder”), in each case subject to the consent, approval of the Company (not to be unreasonably delayed or withheld); provided, further, that each of the CompanyInvestors and the Company acknowledges and agrees that KKR Capital Markets LLC (or any related entity through which it conducts business) shall serve as an underwriter for any underwritten offering, if KKR Capital Markets LLC (or any related entity through which it conducts business) agrees to act as such. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offeringoffering is underwritten, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the Demand Party), and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) underwriter or underwriters selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), ; provided that (Ax) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and (By) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom prior to launching the applicable underwritten offering by written notice to the Company, the managing underwriter(s) underwriter or underwriters and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Demand Party.

Selection of Underwriters. The lead underwriters of If any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend Investor and its Affiliates intends that the Registrable Securities requested by such Holder to be covered by a Demand Registration shall be distributed by means of an Underwritten Offeringunderwritten offering, the CD&R Stockholders such Demanding Holder shall so advise the Company as a part of the Demand Notice, and the Company shall include such information in writingthe Demand Follow-Up Notice sent by the Company to the other Holders with respect to such Demand Registration. The In such event, the lead underwriter to administer the offering shall be chosen by the Demanding Holder. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the Demanding Holder) and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), ; provided that (Ai) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and (Bii) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R StockholdersDemanding Holder, provided, further, further that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R StockholderHolder. Notwithstanding the foregoing, no CD&R Stockholder Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Holder that are greater than its obligations pursuant to Section 56.

Selection of Underwriters. The lead DLJ Partners II shall, for a period of thirty (30) days after the receipt by DLJ Partners II of Notice of a Piggyback Registration, have the right, but not the obligation, to designate, in its sole and absolute discretion, the book-running managing underwriter with respect to the Piggyback Registration (the "Managing Underwriter") and shall, in consultation with the Company, select such additional underwriters to be used in connection with the offering, if any, unless, at the time the Company takes the necessary corporate action to approve the filing of the registration statement, the DLJ Parties and their affiliates collectively do not beneficially own at least five percent (5%) of the Common Stock. In the event that DLJ Partners II exercises such right by notifying the Company thereof, DLJ Partners II shall select, upon consultation with the Company, one or more co-managers for each such offering if DLJ Partners II, in its sole discretion, shall determine that any Underwritten Offering effected pursuant be necessary, and the underwriting fees related to a Demand Registration or a Shelf Takedown any such offering shall be selected by the CD&R Stockholders, allocated among any such co-managers in such proportions as DLJ Partners II shall determine. The Managing Underwriter's compensation for such services will be at market rates subject to the consent, not to be unreasonably withheld, type and size of the Companyoffering. If In the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means event of an Underwritten Offeringany such offering, the CD&R Stockholders shall so advise Managing Underwriter and the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant appropriate to the terms of any over-allotment or “green shoe” option requested circumstances, containing provisions for, among other things, compensation, indemnification, contribution, and representations and warranties, which are usual and customary for similar agreements entered into by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus Managing Underwriter or other document investment bankers of national standing acting in reliance upon, and in conformity with, written information prepared and furnished similar transactions. The Managing Underwriter shall have no obligation to act as underwriter or dealer-manager to the Company or to purchase any securities of the Company, except to the extent that such obligations arise out of an underwriting agreement or dealer-manager agreement, as the case may be, with respect to a particular offering executed and delivered by both the Managing Underwriter and the Company. In the event that the DLJ Parties and their affiliates collectively do not beneficially own at least five percent (5%) of the Common Stock at the time the Company takes the necessary corporate action to approve the filing of the registration statement, or DLJ Partners II does not exercise such right within such thirty (30) day period by notifying the Company thereof, the Company shall select the book-running managing underwriter(s) by underwriter and such Person pertaining exclusively additional underwriters to such CD&R Stockholder. Notwithstanding be used in connection with the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5offering.

Selection of Underwriters. The lead underwriters DLJ Partners II shall have the right, but not the obligation, to designate, in its sole and absolute discretion, the book-running managing Underwriter (the "Managing Underwriter") with respect to the Piggyback Registration for a period of thirty (30) days after the receipt by DLJ Partners II of Notice of a Piggyback Registration, or with respect to any Underwritten Offering effected pursuant other underwritten public offering of Registrable Securities or other securities of the Company for a period of thirty (30) days after the receipt by DLJ Partners II of notice of such offering and shall, in consultation with the Company, select such additional Underwriters to a Demand Registration be used in connection with the offering, if any, unless, at the time the Company takes the necessary corporate action to approve the filing of the registration statement, DLJ and Permitted Transferees collectively do not beneficially own at least five percent (5%) of the Fully-Diluted Common Shares. In the event that DLJ Partners II exercises such right by notifying the Company thereof, DLJ Partners II shall select, upon consultation with the Company, one or a Shelf Takedown more co-managers for each such offering if DLJ Partners II, in its sole discretion, shall determine that any be necessary, and the underwriting fees related to any such offering shall be selected by the CD&R Stockholders, allocated among any such co-managers in such proportions as DLJ Partners II shall determine. The Managing Underwriter's compensation for such services will be at market rates subject to the consent, not to be unreasonably withheld, type and size of the Companyoffering. If In the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means event of an Underwritten Offeringany such offering, the CD&R Stockholders shall so advise Managing Underwriter and the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant appropriate to the terms of any over-allotment or “green shoe” option requested circumstances, containing provisions for, among other things, compensation, indemnification, contribution, and representations and warranties, which are usual and customary for similar agreements entered into by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus Managing Underwriter or other document investment bankers of national standing acting in reliance upon, and in conformity with, written information prepared and furnished similar transactions. The Managing Underwriter shall have no obligation to act as underwriter or dealer-manager to the Company or to purchase any securities of the Company, except to the extent that such obligations arise out of an underwriting agreement or dealer-manager agreement, as the case may be, with respect to a particular offering executed and delivered by both the Managing Underwriter and the Company. In the event that DLJ and Permitted Transferees collectively do not beneficially own at least five percent (5%) of the Fully-Diluted Common Shares at the time the Company takes the necessary corporate action to approve the filing of the registration statement, or DLJ Partners II does not exercise such right within such thirty (30) day period by notifying the Company thereof, the Company shall select the book-running managing underwriter(s) by Underwriter and such Person pertaining exclusively additional Underwriters to such CD&R Stockholder. Notwithstanding be used in connection with the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5offering.

Selection of Underwriters. The lead underwriters It is acknowledged and agreed by ------------------------- the Company and the other parties hereto that for any registration of any Underwritten Offering Registrable Securities effected pursuant to this Agreement to be sold in a Demand Registration Public Offering (i) RRD shall be entitled to select the Managing Underwriter of any such underwritten public offering with the consent of the Former SHI Stockholders then holding shares of Common Stock (which consent shall not be withheld if the lead manager selected by RRD is Xxxxxxx, Xxxxx & Co., Xxxxxx Bothers or a Shelf Takedown Xxxxxx Xxxxxxx & Co. Incorporated and shall not be unreasonably withheld with respect to any other selection of lead manager), and (ii) the Former SHI Stockholders then holding shares of Common Stock shall be entitled to select one co-manager with the consent of RRD (which consent shall not be unreasonably withheld). Any action to be taken by the Former SHI Stockholders then holding shares of Common Stock under this Section 10 shall be taken by the ---------- Former SHI Stockholders who own in the aggregate more than fifty percent (50%) of all shares of Common Stock then owned by the Former SHI Stockholders. If any such underwriter so selected pursuant to clauses (i) or (ii) of the first sentence of this Section 10 is unable or elects not to act in such capacity, the ---------- Managing Underwriter and/or co-managing underwriter shall be selected by in the CD&R Stockholders, subject to manner provided in the consent, not to be unreasonably withheld, first sentence of the Companythis Section 10. If the CD&R Stockholders intend that the a Qualified ---------- Independent Underwriter is required for any registration of Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering effected pursuant to this Section 2 will Agreement, such Qualified Independent Underwriter shall be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) investment banking firm, selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration Managing Underwriter and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished reasonably satisfactory to the Company which (i) meets the criteria for a "qualified independent underwriter" set forth in Section 2(1) of Schedule E to the NASD By-Laws as the same may be amended from time to time and any other applicable rule or regulation of the managing underwriter(sNASD or otherwise, and (ii) by agrees to act in such Person pertaining exclusively capacity for compensation and upon other terms and conditions substantially consistent with the compensation and other terms and conditions that could reasonably be expected to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of by similar investment banking firms acting in such CD&R Stockholder that are greater than its obligations pursuant to Section 5capacity in similar transactions.

Selection of Underwriters. The lead underwriters of If any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend Holder intends that the Registrable Securities requested to be covered by a Demand Registration or an Underwritten Shelf Take-Down Notice requested by such Holder shall be distributed by means of an Underwritten Offering, the CD&R Stockholders such demanding Holder shall so advise the Company as a part of the Demand Notice or Underwritten Shelf Take-Down Notice, and the Company shall include such information in writingthe Notice sent by the Company to the other Holders with respect to such Demand Registration or Underwritten Shelf Take-Down Notice. The In such event, the lead underwriter to administer the offering shall be chosen by the demanding Holder. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Holder) and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and (B) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholdersdemanding Holder, provided, further, provided further that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R StockholderHolder. Notwithstanding the foregoing, no CD&R Stockholder Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Holder that are greater than its obligations pursuant to Section 56.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a majority of the Requesting Holders (as defined below), the offering of Registrable Securities pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholdersform of a “firm commitment” underwritten offering. The Holders of a majority of the Registrable Securities to be registered in a Demand Registration shall select the investment banking firm or firms to manage the underwritten offering, provided that such selection shall be subject to the consentconsent of the Company, which consent shall not to be unreasonably withheld, delayed or conditioned. Following the printing of any preliminary prospectus or preliminary prospectus supplement, no Holder participating in such an underwritten offering may withdraw its Registrable Securities from such Demand Registration without the consent of a majority of the CompanyRequesting Holders or RTA. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to No Holder may participate in an Underwritten Offering any registration pursuant to this Section 2 will be conditioned upon 2.1.1 unless such CD&R Stockholder’s participation in Holder (x) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities on the basis provided in the any underwriting arrangements described above and each such CD&R Stockholder will (together with the Company y) completes and any Piggybacking Holder distributing its securities through such underwriting) enter into an executes all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to agreements and other documents and delivers all opinions reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of his or its Registrable Securities to the title be transferred free and ownership ofclear of all encumbrances, and (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration; and (y) those related provided, further, that any such indemnification provided by a Holder selling Registerable Securities shall be limited to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written indemnification for information prepared and furnished to the Company or the managing underwriter(s) provided by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding Holder specifically for inclusion in the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration statement.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected pursuant to If a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend Principal Stockholder intends that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offeringunderwritten offering, the CD&R Stockholders such Principal Stockholder shall so advise the Company as a part of the Demand Notice, and the Company shall include such information in writingthe Notice sent by the Company to the other Holders with respect to such Demand Registration. The In such event, the lead underwriter to administer the offering shall be chosen by such Principal Stockholder, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Company. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Principal Stockholder) and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration registration) and (B) if any CD&R Stockholder Holder disapproves of the terms of the underwriting, such CD&R Stockholder Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholdersdemanding Principal Stockholder, provided, further, provided further that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R StockholderHolder. Notwithstanding the foregoing, no CD&R Stockholder Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Holder that are greater than its obligations pursuant to Section 5.

Selection of Underwriters. The lead underwriters of any In connection with a Demand Registration, the Requesting Stockholder(s) may elect to have Registrable Securities sold in an Underwritten Offering effected pursuant to Offering. Anytime that a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of involves an Underwritten Offering, the CD&R Stockholders Requesting Stockholder(s) may select the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to the offering of such Registrable Securities, subject to the prior written consent of the Company, which consent shall so advise the Company in writingnot be unreasonably withheld, delayed or conditioned. The right of In connection with any CD&R Stockholder to participate in an Underwritten Offering pursuant to under this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and 2.01, each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Demand Participating Stockholder shall be required obligated to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of accept the terms of the underwriting, underwriting as agreed upon between the Requesting Stockholder(s) and the lead or co-managing underwriters on terms no less favorable to such CD&R Stockholder may elect to withdraw therefrom by written notice to Demand Participating Stockholders than the CompanyRequesting Stockholder(s). In the event of a disagreement among the Requesting Stockholders, the managing underwriter(sdecision of the Stockholder(s) and, in connection with an Underwritten Offering pursuant to holding a majority of the Registrable Securities shall govern for purposes of this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder2.01(h). Notwithstanding the foregoing, no CD&R if the Demand Selling Stockholders include each of any OEP Stockholder and Swarth Stockholder, then such OEP Stockholder and Swarth Stockholder shall jointly select the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to the offering of Registrable Securities, subject to the prior written consent of the Company, which consent shall not be required to unreasonably withheld, delayed or conditioned, and shall jointly agree to any indemnification obligations on upon the part terms of such CD&R Stockholder that are greater than its obligations pursuant to Section 5the underwriting with the lead or co-managing underwriters.

Selection of Underwriters. The lead underwriters If any of any Underwritten Offering effected the Registrable Securities covered by the Shelf Registration are to be sold pursuant to a Demand Registration an underwritten offering, the managing underwriter or a Shelf Takedown underwriters thereof shall be selected designated by Electing Holders holding at least a majority in aggregate principal amount of the CD&R Stockholders, subject to the consent, not Registrable Securities to be unreasonably withheldincluded in such offering, of provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company. If the CD&R Stockholders intend that the Participation by Holders. Each holder of Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to hereby agrees with each other such holder that no such holder may participate in an Underwritten Offering pursuant any underwritten offering hereunder unless such holder (i) agrees to this Section 2 will be conditioned upon sell such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by such underwriting arrangements. Rule 144. The Company covenants to the managing underwriter(s)), provided holders of Registrable Securities that (A) no CD&R Stockholder to the extent it shall be required to sell more than do so under the number Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities that may reasonably request, all to the extent required from time to time to enable such CD&R Stockholder has requested holder to sell Registrable Securities without registration under the Company to include in any registration and (B) if any CD&R Stockholder disapproves Securities Act within the limitations of the terms exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, any holder of Registrable Securities in connection with an Underwritten Offering that holder's sale pursuant to this Section 2Rule 144, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) Company shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively deliver to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required holder a written statement as to agree to any indemnification obligations on the part of whether it has complied with such CD&R Stockholder that are greater than its obligations pursuant to Section 5requirements.

Selection of Underwriters. The lead underwriters Subject to the following provisions of this subparagraph (h), the holders of a majority of the Xxxx Registrable Securities included in any Underwritten Offering effected pursuant to a Demand Registration (or a Shelf Takedown shall be selected by if none, Holdings) will have the CD&R Stockholdersright to select the investment banker(s) and manager(s) to administer the offering, subject to the consent, Holdings's approval which will not to be unreasonably withheld. The lead investment bank and manager shall be a nationally-recognized, New York-based investment banking firm with substantial expertise in offerings of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, kind contemplated in connection with an Underwritten Offering pursuant the Demand Registration (such kind of investment banking firm being referred to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in herein as a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder"Qualified Investment Bank"). Notwithstanding the foregoing, no CD&R Stockholder and subject to the terms of the Stockholders Agreement: (i) in the case of the first GS Demand Registration if the GS Registrable Securities included in such demand constitute at least a majority of the Registrable Securities being registered and in the case of the second GS Demand Registration without regard to the amount of GS Registrable Securities included in the demand, the holders of a majority of the GS Registrable Securities included in the demand will have the right to select one or more Qualified Investment Banks to serve as the investment banker(s) and manager(s) to administer the offering, subject to Holdings's approval which will not be unreasonably withheld; (ii) in the case of a Demand Registration where the Hoechst Registrable Securities included in such demand constitute at least a majority of the Registrable Securities being registered, Hoechst will have the right to approve the Qualified Investment Bank(s) selected to administer the offering which approval shall not be required unreasonably withheld; and (iii) in the case of a Demand Registration where the Hoechst Registrable Securities included in such demand constitute at least 25% of the Registrable Securities being registered, Hoechst will have the right to agree select a Qualified Investment Bank to serve as a co-investment bank and co-manager to co-administer the offering, subject to Holdings's approval which will not be unreasonably withheld. In any indemnification obligations on registration in which GS Registrable Securities are included in such registration, subject to the part of Stockholders Agreement, Xxxxxxx, Xxxxx & Co. ("Goldman") will be appointed a manager in administering such CD&R Stockholder that are greater than its obligations pursuant to Section 5offering.

Selection of Underwriters. The lead underwriters If any of any Underwritten Offering effected the Registrable Securities covered by the Shelf Registration are to be sold pursuant to a Demand Registration an underwritten offering, the managing underwriter or a Shelf Takedown underwriters thereof shall be selected designated by Electing Holders holding at least a majority in aggregate principal amount of the CD&R Stockholders, subject to the consent, not Registrable Securities to be unreasonably withheldincluded in such offering, of provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company. If the CD&R Stockholders intend that the Participation by Holders. Each holder of Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to hereby agrees with each other such holder that no such holder may participate in an Underwritten Offering pursuant any underwritten offering hereunder unless such holder (i) agrees to this Section 2 will be conditioned upon sell such CD&R Stockholder’s participation holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting and the inclusion arrangements. Rule 144. Each of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant Guarantor covenants to the terms holders of any over-allotment or “green shoe” option requested by Registrable Securities that to the managing underwriter(s)), provided that (A) no CD&R Stockholder extent it shall be required to sell more than do so under the number Exchange Act, each of the Company and the Guarantor shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities that may reasonably request, all to the extent required from time to time to enable such CD&R Stockholder has requested holder to sell Registrable Securities without registration under the Company to include in any registration and (B) if any CD&R Stockholder disapproves Securities Act within the limitations of the terms exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, any holder of Registrable Securities in connection with an Underwritten Offering that holder's sale of Registrable Securities pursuant to this Section 2Rule 144, the other CD&R Stockholders, provided, further, that no such Person (other than Company and the Company) Guarantor shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively deliver to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required holder a written statement as to agree to any indemnification obligations on the part of whether they have complied with such CD&R Stockholder that are greater than its obligations pursuant to Section 5requirements.

Selection of Underwriters. The lead underwriters (a) Demand Registrations. In connection with any Demand Registration by the holders of any Underwritten Offering effected Registrable Securities pursuant to a Demand Registration or a Shelf Takedown Section 5.1(a), the Company shall select the -------------- investment banker(s) and manager(s) which will administer the offering (the "Underwriters"). The Company shall enter into an underwriting agreement with the Underwriters, such agreement to be selected reasonably satisfactory in substance and form to the holders of Registrable Securities being underwritten who are Substantial Holders, and the Underwriters and to contain such representations and warranties by the CD&R StockholdersCompany and such other terms as are generally prevailing in agreements of such type, subject including, without limitation, indemnities to the consent, not effect and to the extent provided in Section 5.6. Any Substantial Holder who ----------- holds Registrable Securities to be unreasonably withhelddistributed by such underwriters may, at his, her or its option, participate in the selection of the Company. If Underwriters and the CD&R Stockholders intend that negotiation of the underwriting agreement, provided that, in the case of an underwritten Short-form Registration, the holders of Registrable Securities requested to be covered included in such registration may, at their option, through a single representative selected by the holders of a Demand Registration shall be distributed by means majority of an Underwritten Offeringsuch Registrable Securities on a fully-converted basis, participate in the CD&R Stockholders shall so advise selection of the Company in writingUnderwriters and the negotiation of the underwriting agreement. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number holders of Registrable Securities and/ or other Common Stock being underwritten shall be parties to such underwriting agreement and may, at their option, require that such CD&R Stockholder has requested any or all of the representations and warranties by, and the other agreements on the part of, the Company to include in and for the benefit of such Underwriters shall also be made to and for the benefit of such holders and that any registration and (B) if any CD&R Stockholder disapproves or all of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice conditions precedent to the Company, obligations of such Underwriters under such underwriting agreement be conditions precedent to the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no obligations of such Person (other than the Company) holders. Any such holder shall not be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to agreements with the Company or the managing underwriter(s) Underwriters other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and/or other Common Stock and such holder's intended method of distribution and any other representation required by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5law.

Selection of Underwriters. The lead underwriters of any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend Continuing LLC Investor intends that the Registrable Securities it requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders Continuing LLC Investor shall so advise the Company in writingIssuer as a part of the Demand Notice. The In such event, the lead underwriter to administer the offering shall be chosen by Continuing LLC Investor. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by Continuing LLC Investor) and each such CD&R Stockholder Holder will (together with the Company Issuer and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (Ai) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Continuing LLC Investor has requested the Company Issuer to include in any registration and (Bii) if any CD&R Stockholder Continuing LLC Investor disapproves of the terms of the underwriting, such CD&R Stockholder Continuing LLC Investor may elect to withdraw withdraw, on behalf of all Holders, therefrom by written notice to the Company, Issuer and the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders), provided, further, that no such Person (other than the Company) Holder shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company Issuer or the managing underwriter(s) by such Person Holder pertaining exclusively to such CD&R StockholderHolder. Notwithstanding the foregoing, no CD&R Stockholder Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Holder that are greater than its obligations pursuant to Section 57 herein. Continuing LLC Investor exclusively shall negotiate agreements with the underwriters with regard to holdback and lock-up arrangements, provided that the Other Investors shall not be subject to any more restrictive holdback or lock-up arrangement than Continuing LLC Investor. The Continuing LLC Investor exclusively shall select the lead managing underwriter in all Underwritten Offerings of Registrable Securities of the Issuer, including those made pursuant to this Section 3.

Selection of Underwriters. The lead underwriters of If any Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R Stockholders, subject to the consent, not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend Holders intends that the Registrable Securities requested to be covered by a Demand Registration or Take-Down Notice, as applicable, requested by such demanding Holder shall be distributed by means of an Underwritten Offeringunderwritten offering, the CD&R Stockholders such Holder shall so advise the Company as a part of the Demand Notice or Take-Down Notice, as applicable, and the Company shall include such information in writingthe notice sent by the Company to the other Holders with respect to such Demand Registration or Shelf Underwritten Offering, as applicable. The In such event, the lead underwriter to administer the offering shall be chosen by the demanding Holder, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Company. If the offering is underwritten, the right of any CD&R Stockholder Holder to participate in an Underwritten Offering registration pursuant to this Section 2 3 will be conditioned upon such CD&R StockholderHolder’s participation in such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Holder) and each such CD&R Stockholder Holder will (together with the Company and any Piggybacking Holder the other Holders distributing its their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including including, without limitation, pursuant to the terms of any over-allotment underwriter option or “green shoe” option requested by the managing underwriter(s)), provided that (Ax) no CD&R Stockholder Holder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder Holder has requested the Company to include in any registration and registration, (By) if any CD&R Stockholder Demand Holder disapproves of the terms of the underwriting, such CD&R Stockholder Demand Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering underwritten registration pursuant to this Section 23, the other CD&R Stockholders, provided, further, that demanding Holder and (z) no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoingHolder; provided, further, that no CD&R Stockholder Demand Holder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder Demand Holder that are greater than its obligations pursuant to Section 5.

Selection of Underwriters. The lead underwriters offering of any Registrable Shares pursuant to such Underwritten Offering effected Registration, including pursuant to a Demand Registration or a Shelf Takedown Registration, shall be selected by in the CD&R Stockholdersform of a “firm commitment” underwritten offering. The Demanding Stockholders making such Demand Request shall select (i) the investment banking firm or firms to manage the underwritten offering and (ii) counsel to the Requesting Holders; provided that, in the case of clause (i), such selection shall be subject to the consentconsent of the Company, which consent shall not to be unreasonably withheld, of the Companyconditioned or delayed. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to No Holder may participate in an Underwritten Offering any underwritten registration pursuant to this Section 2 will be conditioned upon 2.2(a) unless such CD&R Stockholder’s participation in Holder (x) agrees to sell such underwriting and the inclusion of such CD&R StockholderHolder’s Registrable Securities Shares on the basis provided in the any underwriting and each such CD&R Stockholder will (together with agreement agreed upon by the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement accepts the underwriters selected in customary form accordance with the underwriter(sprocedures described in this Section 2.2(d), and (y) selected for such completes and executes all questionnaires, powers of attorney, indemnities, underwriting (including pursuant to agreements and other documents reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), such underwriting agreement; provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder’s ownership of his, her or its Registrable Shares to the title be transferred free and ownership ofclear of all liens, claims, and encumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, Registrable Securities and (yiii) those related such matters pertaining to such Holder’s compliance with securities laws with respect to the accuracy Registrable Shares as may be reasonably requested; provided, further that any obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and completeness of statements made in a Registration Statementseveral, Prospectus or other document in reliance uponamong such Holders selling Registrable Shares, and in conformity with, written information prepared and furnished such liability shall be limited to the Company net amount received by such Holder from the sale of his, her or its Registrable Shares pursuant to such Underwritten Registration (which amounts shall include the amount of cash or the managing underwriter(s) by fair market value of any assets, including Common Stock, received in exchange for the sale or exchange of such Person pertaining exclusively Registrable Shares or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such CD&R Stockholder. Notwithstanding the foregoingnet amounts; provided, no CD&R Stockholder further that this Section 2.2(d) shall be required not require any Holder of Registrable Shares to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater lock up agreement, market standoff agreement or holdback agreement other than its obligations pursuant to those permitted by Section 52.5 hereof.

Selection of Underwriters. The lead underwriters At the request of any Underwritten Offering effected a majority of the Requesting Holders (as defined below), the offering of Registrable Securities pursuant to a Demand Registration or a Shelf Takedown shall be selected by in the CD&R Stockholdersform of a "firm commitment" underwritten offering. The Holders of a majority of the Registrable Securities to be registered in a Demand Registration shall select the investment banking firm or firms to manage the underwritten offering, provided that such selection shall be subject to the consentconsent of the Company, which consent shall not to be unreasonably withheld, delayed or conditioned. Following the printing of any preliminary prospectus or preliminary prospectus supplement, no Holder participating in such an underwritten offering may withdraw its Registrable Securities from such Demand Registration without the consent of a majority of the CompanyRequesting Holders or RTA. If the CD&R Stockholders intend that the No Holder may participate in any registration pursuant to Section 2.1.1 unless such Holder (x) agrees to sell such Holder's Registrable Securities requested to be covered by a Demand Registration shall be distributed by means on the basis provided in any underwriting arrangements described above and (y) completes and executes all questionnaires, powers of an Underwritten Offeringattorney, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such indemnities, underwriting agreements and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting other documents and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to delivers all opinions reasonably required under the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that (A) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, underwriting arrangements; provided, furtherhowever, that no such Person (other than the Company) Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (xi) those related such Holder's ownership of his or its Registrable Securities to the title be transferred free and ownership ofclear of all encumbrances, and (ii) such Holder's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration; and (y) those related provided, further, that any such indemnification provided by a Holder selling Registerable Securities shall be limited to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written indemnification for information prepared and furnished to the Company or the managing underwriter(s) provided by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding Holder specifically for inclusion in the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5registration statement.

Selection of Underwriters. The Holder shall choose the lead underwriters of any underwriter to administer an Underwritten Offering effected pursuant to a Demand Registration or a Shelf Takedown shall be selected by the CD&R StockholdersTakedown, subject to the consentconsent of the Company, which shall not to be unreasonably withheld, of the Company. If the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder member of the Holder Affiliated Group to participate include Registrable Securities in an Underwritten Offering Shelf Takedown pursuant to this Section 2 will be 3 is conditioned upon such CD&R Stockholdermember’s participation in such underwriting and the inclusion of such CD&R Stockholdermember’s Registrable Securities in the underwriting underwriting, and upon each such CD&R Stockholder will member’s entering into (together with the Company and any Piggybacking Holder distributing its securities through such underwritingthe other participating members) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), ; provided that (A) no CD&R Stockholder such member shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder the Holder has requested the Company to include in any registration and (B) if any CD&R Stockholder disapproves of the terms of the underwriting, Underwritten Shelf Takedown with respect to such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, member; provided further that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities shares and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5Person.

Selection of Underwriters. The lead underwriters If the Requesting Shareholder intends to distribute the Registrable Securities covered by its Registration Request by means of any Underwritten Offering effected an underwritten offering, the Requesting Shareholder will so advise the Company as a part of the Registration Request (and, if so elected by the Requesting Shareholder, a Registration Request may specify that the underwritten offering be conducted pursuant to a Demand the Mandatory Shelf Registration or a Shelf Takedown shall be selected Statement), and the Company will include such information in any notice sent by the CD&R StockholdersCompany to the Prior Holders with respect to such Registration Request. In such event, the Requesting Shareholder will have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the consent, Company’s approval which will not to be unreasonably withheld, conditioned or delayed (and will not be withheld, conditioned or delayed in the case the selected underwriter is an Affiliate of the CompanyRequesting Shareholder). If In connection with each underwritten Demand Registration, the CD&R Stockholders intend Company shall cause there to be Full Cooperation. Regardless of whether the Requesting Shareholder elects to specify that the Registrable Securities requested to underwritten offering be covered by a Demand Registration shall be distributed by means of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including conducted pursuant to the terms of any over-allotment Mandatory Shelf Registration Statement or “green shoe” option requested by a separate registration statement, the managing underwriter(s)), provided that (A) no CD&R Stockholder Requesting Shareholder shall be required entitled to sell no more than three (3) underwritten offerings, if the number of Registrable Securities that such CD&R Stockholder has requested Requesting Shareholder is the Company First Reserve Shareholder, and one (1) underwritten offering, if the Requesting Shareholder is the Corsair Shareholder; and in no event shall a Requesting Shareholder be entitled to include in any registration and request an underwritten offering until after the six (B6) if any CD&R Stockholder disapproves month anniversary of the terms of the underwriting, such CD&R Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 5date hereof.

Selection of Underwriters. The lead underwriters In the event an offering of Registrable Securities (including in connection with any Underwritten Takedown Offering) under this Section 2.01 involves one or more Underwriters, Holder, on the one hand, and, the Company, on the other hand, shall each be entitled to select one internationally recognized investment banking firm to serve as a lead Underwriter, with each of the two such lead Underwriters to be treated substantially the same in all respects (including underwriting discounts, fees and commissions) in respect of an Underwritten Takedown Offering effected or Demand Registration, and Holder shall have the right to select additional Underwriters in connection with the offering; provided that each such Underwriter must be reasonably acceptable to the Company. The Company shall reasonably assist such lead Underwriter or Underwriters in their efforts to sell Registrable Securities pursuant to a such Registration Statement, including by taking the actions set forth in Section 2.04, and, if reasonably requested in connection with any Underwritten Takedown Offering or Demand Registration or that is an Underwritten Offering in which Holder intends to sell Registerable Securities shall make senior executives with appropriate authority and expertise reasonably available by electronic means for presentations during the marketing period for such Registerable Securities, in each case in connection with a Shelf Takedown maximum of two (2) Underwritten Offerings pursuant to this Agreement (with an understanding that (i) such Underwritten Offering shall be selected by the CD&R Stockholders, subject to the consent, scheduled in a collaborative manner so as not to be unreasonably withheld, interfere with the conduct of business of the Company. If ; (ii) such Underwritten Offering shall not be initiated less than five (5) Business Days following the CD&R Stockholders intend that the Registrable Securities requested to be covered by a Demand Registration shall be distributed by means completion of an Underwritten Offering, the CD&R Stockholders shall so advise the Company in writing. The right of any CD&R Stockholder to participate in an Underwritten Offering pursuant to this Section 2 will be conditioned upon such CD&R Stockholder’s participation in such underwriting and the inclusion of such CD&R Stockholder’s Registrable Securities in the underwriting and each such CD&R Stockholder will (together with the Company and any Piggybacking Holder distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including underwritten offering pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), provided that Existing Registration Rights Agreement and (Aiii) no CD&R Stockholder shall be required to sell more than the number of Registrable Securities that such CD&R Stockholder has requested the Company to include in any registration and case, any delay of in excess of five (B5) if any CD&R Stockholder disapproves of the terms of the underwriting, such CD&R Stockholder Business Days may elect to withdraw therefrom by written notice only be made pursuant to the Company, the managing underwriter(s) and, in connection with an Underwritten Offering pursuant to this provisions of Section 2, the other CD&R Stockholders, provided, further, that no such Person (other than the Company) shall be required to make any representations or warranties other than (x) those related to the title and ownership of, and power and authority to transfer, Registrable Securities and (y) those related to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Person pertaining exclusively to such CD&R Stockholder. Notwithstanding the foregoing, no CD&R Stockholder shall be required to agree to any indemnification obligations on the part of such CD&R Stockholder that are greater than its obligations pursuant to Section 52.06).