Company Uses in Priority Clause

Priority from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of May 8, 2012 is by and among The Carlyle Group L.P., a Delaware limited partnership (the Company), and those holders of equity securities of the Company or of securities convertible or exchangeable into or exercisable for equity securities of the Company whose signatures appear on the signature pages hereto (the Holders). For the purposes of this Agreement, the term Company shall be deemed to include and refer to any successor in interest to the Company (whether by merger, conversion, recapitalization or otherwise), the equity securities of which are owned by the Holders in substantially the same proportion as the Holders owned equity interests in the Company.

Priority. If a Demand Registration is an underwritten Public Offering and the managing underwriters advise the Company in writing that in their opinion the inclusion of the number of Registrable Securities creates a substantial risk that the public offering price will be reduced, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective holders of Registrable Securities on the basis of the number of Registrable Securities owned by such holders, with further successive pro rata allocations among the holders of Registrable Securities if any such holder of Registrable Securities has requested the registration of less than all such Registrable Securities such holder is entitled to register.

Priority from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of May 8, 2012, is by and among The Carlyle Group L.P., a Delaware limited partnership (the Company), and the investors whose signatures appear on the signature pages hereto (collectively, the Investors and each individually, an Investor). For purposes of this Agreement, the term Company shall be deemed to include and refer to any successor in interest to the Company (whether by merger, consolidation, conversion, recapitalization, restructuring, reorganization or otherwise).

Priority. If a Demand Registration is an underwritten Public Offering and the managing underwriters advise the Company in writing that, in their opinion, the inclusion of all or a portion of the Registrable Securities and other equity securities of the Company requested to be included in such Registration creates a substantial risk that the public offering price will be reduced, the Company shall include in such Registration the number of Registrable Securities and other equity securities requested to be included which in the opinion of such managing underwriters can be sold without creating such a risk, first, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by such Holders, with further successive pro rata allocations among such Holders if any such Holder has requested the registration of less than all such Registrable Securities such Holder is entitled to register, and second any equity securities proposed to be registered by the Company and any equity securities proposed to be registered for the account of any other Persons other than the Holders, pro rata among the Company and the holders of such securities on the basis of the number of shares which are owned by such holders and the number of shares to be offered by the Company (or on such other basis as may be required pursuant to agreements among the Company and such other holders of equity securities).

Priority from Form of Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of ______, 2012 is by and among The Carlyle Group L.P., a Delaware limited partnership (the Company), and those holders of equity securities of the Company or of securities convertible or exchangeable into or exercisable for equity securities of the Company whose signatures appear on the signature pages hereto (the "Holders). For the purposes of this Agreement, the term Company shall be deemed to include and refer to any successor in interest to the Company (whether by merger, conversion, recapitalization or otherwise), the equity securities of which are owned by the Holders in substantially the same proportion as the Holders owned equity interests in the Company.

Priority. If a Demand Registration is an underwritten Public Offering and the managing underwriters advise the Company in writing that in their opinion the inclusion of the number of Registrable Securities creates a substantial risk that the public offering price will be reduced, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective holders of Registrable Securities on the basis of the number of Registrable Securities owned by such holders, with further successive pro rata allocations among the holders of Registrable Securities if any such holder of Registrable Securities has requested the registration of less than all such Registrable Securities such holder is entitled to register.

Priority from Form of Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of _____, 2012, is by and among The Carlyle Group L.P., a Delaware limited partnership (the Company), and the investors whose signatures appear on the signature pages hereto (collectively, the Investors and each individually, an Investor). For purposes of this Agreement, the term Company shall be deemed to include and refer to any successor in interest to the Company (whether by merger, consolidation, conversion, recapitalization, restructuring, reorganization or otherwise).

Priority. If a Demand Registration is an underwritten Public Offering and the managing underwriters advise the Company in writing that, in their opinion, the inclusion of all or a portion of the Registrable Securities and other equity securities of the Company requested to be included in such Registration creates a substantial risk that the public offering price will be reduced, the Company shall include in such Registration the number of Registrable Securities and other equity securities requested to be included which in the opinion of such managing underwriters can be sold without creating such a risk, first, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by such Holders, with further successive pro rata allocations among such Holders if any such Holder has requested the registration of less than all such Registrable

Priority from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2011, is by and among SRAM INTERNATIONAL CORPORATION, a Delaware corporation (the Company), the Day Family Holders designated as such on the signature pages hereto and the Non-Day Family Holders designated as such on the signature pages hereto (together with the Day Family Holders, the Holders).

Priority. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the written consent of the holders of a majority of the Registrable Securities to be included in such Demand Registration. If a Demand Registration is an underwritten Public Offering and the managing underwriters advise the Company in writing that in their opinion the inclusion of the number of Registrable Securities and other securities requested to be included creates a substantial risk that the price per security will be reduced, the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective holders of such Registrable Securities on the basis of the number of Registrable Securities requested by such holders to be included in the applicable Demand Registration. In no event will a Demand Registration pursuant to Section 2.1 count as a Demand Registration for purposes of Section 2.1 unless at least forty percent (40%) of all Registrable Securities requested to be registered in such Demand Registration by the initiating holders are, in fact, registered and sold in such registration.

Priority from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of October 12, 2009, but effective as of the Effective Date (as defined below), is by and among HYATT HOTELS CORPORATION, a Delaware corporation formerly known as Global Hyatt Corporation (the Company), and the Persons listed on Schedule 1 attached hereto (collectively, the Stockholders and each, individually, a Stockholder).

Priority. If the managing underwriters with respect to a Demand Registration advise the Company in writing that, in their opinion, the inclusion of the number of Registrable Securities and other securities requested to be included creates a substantial risk that the price per share will be reduced, the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of such Registrable Securities that in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective holders of such Registrable Securities on the basis of the number of such Registrable Securities requested by such holders to be included in the applicable Demand Registration; provided, however, that if (i) after the date of the request for such Demand Registration the holders of Other Registrable Securities shall have validly requested a demand registration under the 2007 Registration Rights Agreement and (ii) the Other Registrable Securities requested to be covered by such demand registration have not been sold and such demand registration shall not have been withdrawn or abandoned, then the Company will include such Other Registrable Securities with the Registrable Securities on a pro rata basis among the respective holders of such Registrable Securities and such Other Registrable Securities. In no event will a Demand Registration pursuant to Section 2.1 count as a Long-Form Demand Registration for purposes of Section 2.1 unless at least twenty-five percent (25%) of all Registrable Securities requested to be registered in such Demand Registration by the Stockholders initiating such Demand Registration (the Initiating Stockholders) are, in fact, registered in such registration.

Priority from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of August 28, 2007 (the Effective Date), is by and among GLOBAL HYATT CORPORATION, a Delaware corporation (the Company), and the Persons listed on Schedule 1 attached hereto (the Stockholders).

Priority. If the managing underwriters with respect to a Demand Registration advise the Company in writing that in their opinion the inclusion of the number of Registrable Securities and other securities requested to be included creates a substantial risk that the price per security will be reduced, the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective holders of such Registrable Securities on the basis of the number of Registrable Securities requested by such holders to be included in the applicable Demand Registration. In no event will a Demand Registration pursuant to Section 2.1 count as a Long Form Demand Registration for purposes of Section 2.1 unless at least twenty-five percent (25%) of all Registrable Securities requested to be registered in such Demand Registration by the Stockholder initiating such Demand Registration (the Initiating Stockholder) are, in fact, registered in such registration.

Priority from Amended and Restated Registration Rights Agreement

THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of September 25, 2003, is by and among RELIANT PHARMACEUTICALS, LLC, a Delaware limited liability company (the Company), and the members of the Company listed on Exhibit A hereto (the Members). For the purposes of this Agreement, the term Company shall be deemed to include and refer to any successor in interest to the Company, whether by means of statutory conversion, merger, consolidation or otherwise.

Priority. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the written consent of the holders of a majority of the Registrable Securities to be included in such Demand Registration. If a Demand Registration is an underwritten Public Offering and the managing underwriters advise the Company in writing that in their opinion the inclusion of the number of Registrable Securities and other securities requested to be included creates a substantial risk that the price per security will be reduced, the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective holders of such Registrable Securities on the basis of the number of Registrable Securities requested by such holders to be included in the applicable Demand Registration. In no event will a Demand Registration pursuant to Section 2.1 count as a Long Form Demand Registration for purposes of Section 2.1 unless at least forty percent (40%) of all Registrable Securities requested to be registered in such Demand Registration by the initiating holders are, in fact, registered and sold in such registration.

Priority from Amended and Restated Registration Rights Agreement

THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of September 25, 2003, is by and among RELIANT PHARMACEUTICALS, LLC, a Delaware limited liability company (the Company), and the members of the Company listed on Exhibit A hereto (the Members). For the purposes of this Agreement, the term Company shall be deemed to include and refer to any successor in interest to the Company, whether by means of statutory conversion, merger, consolidation or otherwise.

Priority. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the written consent of the holders of a majority of the Registrable Securities to be included in such Demand Registration. If a Demand Registration is an underwritten Public Offering and the managing underwriters advise the Company in writing that in their opinion the inclusion of the number of Registrable Securities and other securities requested to be included creates a substantial risk that the price per security will be reduced, the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective holders of such Registrable Securities on the basis of the number of Registrable Securities requested by such holders to be included in the applicable Demand Registration. In no event will a Demand Registration pursuant to Section 2.1 count as a Long Form Demand Registration for purposes of Section 2.1 unless at least forty percent (40%) of all Registrable Securities requested to be registered in such Demand Registration by the initiating holders are, in fact, registered and sold in such registration.

Priority from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October , 2004, is between Advance America, Cash Advance Centers, Inc., a Delaware corporation (the "Company"), and certain of the Company's stockholders identified on the signature pages hereto (the "Holders").

Priority. The Company will not include in any Demand Registration any securities that are not Registrable Shares without the written consent of the holders of a majority of the Registrable Shares to be included in such Demand Registration. If a Demand Registration is an underwritten public offering and the managing underwriters advise the Company in writing that in their opinion the inclusion of the number of Registrable Shares and other securities requested to be included creates a substantial risk that the price per share of Common Stock will be reduced, the Company will include in such registration, prior to the inclusion of any securities that are not Registrable Shares, the number of Registrable Shares requested to be included that in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective holders of Registrable Shares on the basis of the number of Registrable Shares owned by such holders, with further successive pro rata allocations among the holders of Registrable Shares if any such holder of Registrable Shares has requested the registration of less than all such Registrable Shares such holder is entitled to register.