Common use of Priority on Demand Registrations Clause in Contracts

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”"). Furthermore, if in the event the managing underwriter or underwriters shall advise the Company or the Requesting Holders that, that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are Company is so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless If the managing underwriter or underwriters shall of a Demand Registration advise the Requesting Holders Company in writing that in its or their opinion the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount number of Registrable Securities proposed to be included sold in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effectexceeds the number which can be sold, or adversely affects the price at which the Registrable Securities of the Requesting Holders are to be included sold, in such Demand Registration shall equal offering, the Company will include in such registration only the number of shares which Registrable Securities which, in the Requesting Holders are so advised opinion of such underwriter or underwriters, can be sold in such offering without an Adverse Effect and such shares material adverse effect. To the extent such Demand Registration includes Registrable Securities of more than one Holder, the Registrable Securities so included in such Demand Registration shall be allocated apportioned (i) first, pro rata among such Holders based upon the Requesting Holders on number of shares of Common Stock owned by each Holder at the basis date of the determination and (ii) second, pro rata among other shares of Common Stock included in such Demand Registration; provided that if such Demand Registration is effected pursuant to a Demand Request by either Company Shareholder or RM such number of Registrable Securities requested to (as adjusted for Adjustments) of either Company Shareholder or RM that are owned by Company Shareholder and RM immediately following the Transactions will be included first without regard to the pro rata treatment described in such registration by each such Requesting Holderclause (i) of this sentence.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyBBUC) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons (including BBUC) pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares Registrable Shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares Registrable Shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyParent) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which that the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated included in the Demand Registration in the following order of priority (i) first, the Registrable Securities of Impala or its Affiliates (if Impala or any of its Affiliates is a Requesting Holder), (ii) second, pro rata among the other Requesting Holders on the basis of the number of Registrable Securities owned by each such Requesting Holder and (iii) third, any securities of Parent requested to be included in such registration by each such Requesting Holderfor its own account.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyBEPC) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons (including BEPC) pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares Registrable Shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares Registrable Shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “"Adverse Effect”"). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyOSI) other than a Requesting Holder shall be included in a Demand Registration unless if the managing underwriter Underwriter or underwriters Underwriters shall advise the Requesting Holders that Holder in writing that, in its or their judgment, the inclusion of such securities will not may adversely affect the price, timing price or distribution success of the offering in any significant or otherwise adversely affect its success material respect (an “a "Material Adverse Effect”"). Furthermore, if in the event the managing underwriter Underwriter or underwriters Underwriters shall advise the Requesting Holders that, Holder that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders electing to participate is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting such Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting such Holders on the basis of the number of Registrable Securities outstanding shares of OSI Common Stock requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder or the Company shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders and the Company in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders and the Company that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders and any securities to be included by the Company is sufficiently large to cause an Adverse Effect, the Company shall include in such registration statement (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities Shares of the Requesting Holders requested to be included in such Demand Registration shall Registration, equal the number of shares which the Requesting Holders and the Company are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyBPY) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons (including BPY) pursuant to the immediately preceding sentence, the amount of Registrable Securities Units proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Units of the Requesting Holders to be included in such Demand Registration shall equal the number of shares Registrable Units which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares Registrable Units shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Units requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Demand Holder shall be included in a Demand Registration unless the managing underwriter Underwriter or underwriters Underwriters shall advise the Requesting Holders Demand Holder in writing that the inclusion of such securities will not adversely affect potentially impede or interfere with the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”)offering. Furthermore, if in the event the managing underwriter Underwriter or underwriters Underwriters shall advise the Requesting Holders that, Demand Holder that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders Demand Holder is sufficiently large to cause an Adverse Effectpotentially impede or interfere with the offering, the Registrable Securities of the Requesting Holders Demand Holder to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders Demand Holder on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting the Demand Holder. Notwithstanding anything to the contrary contained in this Section 8.3, the provisions of this Section 8.3 shall be subject to the piggyback registration rights of the Minority Investors set forth in Section 8.5 below, if applicable.

Priority on Demand Registrations. No Holdings shall not include in any Demand Registration any securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in the Registrable Securities without the prior written consent of the initiating Holders. If a Demand Registration unless is an underwritten offering and the managing underwriter or underwriters shall advise Holdings in writing that in their opinion the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount number of Registrable Securities proposed and, if permitted hereunder, other securities requested to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the Requesting Holders offering, Holdings shall include in such registration prior to the inclusion of any securities which are not Registrable Securities such Registrable Securities requested to be included by the Holders which in the opinion of such Demand Registration shall equal the number of shares which the Requesting Holders are so advised underwriters can be sold in such offering without an Adverse Effect and such shares shall be allocated adversely affecting the marketability of the offering, pro rata among the Requesting such requesting Holders on the basis of the number of such Registrable Securities requested to be included in such registration owned by each such Requesting requesting Holder. To the extent that any Holders are members of management of Holdings or any of its subsidiaries and the managing underwriters advise Holdings that the inclusion of their shares would impair the marketability of the offering, Holdings shall be entitled to refrain from including their shares in the registration and such Holders shall have no claims against Holdings with respect thereto.

Priority on Demand Registrations. No With respect to any offering of Registrable Stock pursuant to a Demand Registration in the form of an underwritten offering, no securities to be sold for the account of any Person person (including the CompanyFirst Avenue) other than a Requesting Holder the Participating Holders exercising registration rights shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise advises the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if in the event that the managing underwriter or underwriters shall advise advises the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, in writing that the amount of Registrable Securities Stock proposed to be included in such Demand Registration by Requesting the Participating Holders is sufficiently large (even after exclusion of all securities of any other person pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities of the Requesting Holders Stock to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated among all such Participating Holders exercising registration rights therewith effected pro rata among the Requesting Holders based on the basis of ratio that the number of Registrable Securities Stock that each such Holder requested to be included in such registration statement, as the case may be, bears to the amount represented by each the total number of Registrable Stock that all Holders requested to be included in such Requesting Holderregistration statement.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyBIPC) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons (including BIPC) pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares Registrable Shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares Registrable Shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company and including any other holder of capital stock of the Company) other than a Requesting Holder Holders shall be included in a Demand Registration that is an underwritten public offering unless (i) the managing underwriter or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”)") and (ii) the Holders of not less than a majority of the Registrable Shares to be covered by such registration (calculated by using numbers of shares of Common Stock of the Company represented by such Registrable Shares on an as-if-converted basis) shall have consented in writing to the inclusion of such other securities. Furthermore, if and subject to the immediately following sentence, in the event the managing underwriter or underwriters shall advise the Company or the Requesting Holders that, that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration Demand Registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”"). Furthermore, if in the event the managing underwriter or underwriters shall advise the Requesting Holders that, that even after exclusion of all securities of other Persons persons (including the Company) pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities shares of Common Stock requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person person or entity (including the Company) other than a Requesting Holder Stockholder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company or the Requesting Holders Stockholders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”"). Furthermore, if in the event that the managing underwriter or underwriters shall advise the Company or the Requesting Holders that, Stockholders that even after exclusion of all securities of the other Persons persons or entities pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders Stockholders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting Holders Stockholders to be included in such Demand Registration shall equal the that number of shares Shares which the Requesting Holders are Company is so advised can be sold in such offering without an a Material Adverse Effect and such shares Shares shall be allocated pro rata among the Requesting Holders Stockholders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting HolderStockholder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyBBP) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons (including BBP) pursuant to the immediately preceding sentence, the amount of Registrable Securities Units proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Units of the Requesting Holders to be included in such Demand Registration shall equal the number of shares Registrable Units which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares Registrable Units shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Units requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless relating to a "firm commitment" underwritten offering if the managing underwriter Managing Underwriter shall advise the Requesting Holders and the Company in writing that the inclusion of such securities would materially and adversely affect the price or underwriters success of the offering (a "Material Adverse Effect"). Furthermore, in the event that the Managing Underwriter shall advise the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is would be sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of shares of Registrable Securities requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyCorporation) other than a the Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters underwriters, if applicable, shall advise the Corporation and the Requesting Holders Holder in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an a “Material Adverse Effect”). Furthermore, if in the event the managing underwriter or underwriters shall advise the Corporation and the Requesting Holders that, Holder that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by the Requesting Holders Holder is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders Holder to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are Corporation is so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting HolderEffect.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyBIPC) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “"Adverse Effect”"). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons (including BIPC) pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares Registrable Shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares Registrable Shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyPartnership) other than a Requesting Holder shall be included in a Demand Registration unless if the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will materially and adversely affect the price or success of the offering (a "Material Adverse Effect"). Furthermore, in the event the managing underwriter or underwriters shall advise the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Interests proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Interests of the Requesting Holders to be included in such Demand Registration shall equal the number of shares Registrable Interests which the Requesting Holders are so advised can be sold in such offering without an a Material Adverse Effect and such shares Registrable Interests shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration Interests held by each such the Requesting HolderHolders.

Priority on Demand Registrations. No securities to be sold for ---------------------------------- the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders thatin writing that the inclusion of such securities will materially and adversely affect the price or success of the offering (a "Material Adverse Effect"). Furthermore, in the event the ------------------------ managing underwriter or underwriters shall advise the Requesting Holders that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration Shares held by each such the Requesting HolderHolders.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyCorporation) other than a Requesting Holder Group A Holders or Group B Holders shall be included in a Demand Registration unless if the managing underwriter Underwriter or underwriters Underwriters shall advise the Requesting Holders that Holder that, in its or their judgment, the inclusion of such securities will not may adversely affect the price, timing price or distribution success of the offering in any significant or otherwise adversely affect its success material respect (an “a "Material Adverse Effect”"). Furthermore, if in the event the managing underwriter Underwriter or underwriters Underwriters shall advise the Requesting Holders that, Holder that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Group A Holders and Group B Holders electing to participate is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting such Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting such Holders on the basis of the number of Registrable Securities shares of Fully-Diluted Common Stock requested to be included in such registration by each such Requesting Holder; provided, however, if at the time of such allocation the market price of Common Stock is less than the then conversion price of the Preferred Stock, then for purposes of such allocation the conversion price of the Preferred Stock shall be assumed to be the then market price of the Common Stock.

Priority on Demand Registrations. No securities to be sold for the account of any Person person or entity (including the Company) other than a Requesting Holder Holders or Joining Holders shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”"). Furthermore, if in the event that the managing underwriter or underwriters shall advise the Requesting Holders that, that even after exclusion of all securities of the other Persons persons or entities pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders and Joining Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities number of the Requesting Holders shares to be included in such Demand Registration shall equal be allocated among all Holders pro rata based on the ratio the number of shares which each such Holder requests be included bears to the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the total number of Registrable Securities shares of all Holders that have been requested to be included in such registration by each such Requesting Holder.registration. 5 9

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder Eligible Distributee shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders Company in writing that the inclusion of such securities will would not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “have a Material Adverse Effect”). Furthermore, if in the event that the managing underwriter or underwriters shall advise the Requesting Holders that, Company that even after exclusion of all securities of the other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders Eligible Distributees is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting Holders Eligible Distributees to be included in such Demand Registration shall equal the number be reduced to that amount of shares Registrable Securities which the Requesting Holders are Company is so advised can be sold in such offering without an a Material Adverse Effect and such shares Registrable Securities shall be allocated pro rata on a Pro Rata Basis among the Requesting Holders Eligible Distributees on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting HolderEligible Distributees.

Priority on Demand Registrations. No securities to be sold for the -------------------------------- account of any Person (including the CompanyCorporation) other than a Requesting Holder Group A Holders or Group B Holders shall be included in a Demand Registration unless if the managing underwriter Underwriter or underwriters Underwriters shall advise the Requesting Holders that Holder that, in its or their judgment, the inclusion of such securities will not may adversely affect the price, timing price or distribution success of the offering in any significant or otherwise adversely affect its success material respect (an “a "Material Adverse Effect”"). Furthermore, if in the event the managing underwriter Underwriter or underwriters Underwriters shall advise the Requesting Holders that, Holder that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Group A Holders and Group B Holders electing to participate is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting such Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting such Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person person or entity (including the Company) other than a Requesting Holder Stockholder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company or the Requesting Holders Stockholders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a Material Adverse Effect”Effect ). Furthermore, if in the event that the managing underwriter or underwriters shall advise the Company or the Requesting Holders that, Stockholders that even after exclusion of all securities of the other Persons persons or entities pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders Stockholders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting Holders Stockholders to be included in such Demand Registration shall equal the that number of shares Shares or principal amount of New Notes, as the case may be, which the Requesting Holders are Company is so advised can be sold in such offering without an a Material Adverse Effect and such shares Shares or New Notes shall be allocated pro rata among the Requesting Holders Stockholders on the basis of the number of Registrable Securities Shares or principal amount of New Notes, as the case may be, requested to be included in such registration by each such Requesting HolderStockholder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless if the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will materially and adversely affect the price or success of the offering (a "Material Adverse Effect"). Furthermore, in the event the managing underwriter or underwriters shall advise the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration Shares held by each such the Requesting HolderHolders.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyPartnership) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Units proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Units of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Units requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyCoachmen) other than a Requesting Holder shall be included in a Demand Registration unless the Majority Holders consent to such inclusion in advance in writing. Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that in writing that, even after exclusion of all securities of other Persons pursuant to the inclusion immediately preceding sentence, the amount of Resale Shares proposed to be included in such securities will not Demand Registration by Requesting Holders is sufficiently large to adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Resale Shares of the Requesting Holders to be included in such Demand Registration shall equal be reduced to the number of shares which the Requesting Holders are so advised by the managing underwriter or underwriters can be sold in such offering without an Adverse Effect Effect, and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Resale Shares requested to be included in such registration by each such Requesting HolderHolder relative to the aggregate number of Resale Shares requested to be included by all Requesting Holders.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder Debtor shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders Company in writing that the inclusion of such securities will would not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”"). Furthermore, if in the event that the managing underwriter or underwriters shall advise the Requesting Holders that, Company that even after exclusion of all securities of the other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by the Requesting Holders Debtors is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting Holders Debtors to be included in such Demand Registration shall equal the number be reduced to that amount of shares Registrable Securities which the Requesting Holders are Company is so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on Debtors as they shall advise the basis of the number of Registrable Securities requested to be included Company in such registration by each such Requesting Holderwriting.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyBREP) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons (including BREP) pursuant to the immediately preceding sentence, the amount of Registrable Securities Units proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Units of the Requesting Holders to be included in such Demand Registration shall equal the number of shares Units which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares Registrable Units shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Units requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No In the case of a Demand Registration in the form of a "firm commitment" underwritten offering, no securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”"). Furthermore, if in the event the managing underwriter or underwriters shall advise the Company or the Requesting Holders that, that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are Company is so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting Holder.a Material Adverse

Priority on Demand Registrations. No If a Demand Registration relates to an underwritten offering, no securities to be sold for the account of any Person (including the CompanyTrust) other than a Requesting Holder shall be included in a such Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “"Adverse Effect”"). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”"). Furthermore, if in the event the managing underwriter or underwriters shall advise the Company or the Requesting Holders that, that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are Company is so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration Shares owned by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a any Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise such Requesting Holder (or, in the case of a Demand Registration that is not an Underwritten Offering, such Requesting Holders Holder determines in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (cause an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders Holder (or such Requesting Holder determines, as applicable, in good faith after considering the relevant facts and circumstances at the relevant time) that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities number of the Requesting Holders securities to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are Holder is so advised can be sold in such offering without an Adverse Effect and such shares shall be Effect, allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”"). Furthermore, if in the event the managing underwriter or underwriters shall advise the Company or the Requesting Holders that, that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are Company is so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.; provided, however, that if any Registrable Shares of the HMC Group or the Designated Holders (as a group) (each of the foregoing, a "Holder Group") requested to be registered pursuant to a Demand Request under Section 3.1.1 are excluded from a registration pursuant to this Section 3.1.4, such Holder Group

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the CompanyCorporation) other than a the Requesting Holder Holders shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter Underwriter or underwriters Underwriters shall advise the Requesting Holders that, in its or their judgment, the inclusion of such securities may adversely affect the price or success of the offering in any significant or material respect (a "Material Adverse Effect"). Furthermore, in the event the managing Underwriter or Underwriters shall advise the Requesting Holders that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the such Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the such Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting Holder. Subject to the foregoing, it is explicitly understood that the Corporation may include its own securities in any Demand Registration; provided, however, that any such securities included in a Demand Registration shall be treated as securities registered pursuant to Section 6.4(a).

Priority on Demand Registrations. No securities If the Registrable Securities registered pursuant to a Demand Registration are to be sold for in one or more firm commitment underwritten offerings, and the account managing Underwriter of any Person (including such underwritten offering advises the Company) other than a Requesting Holder shall Holders of such securities that, in its opinion, the amount of securities requested to be included in such registration exceeds the number which can be sold in such offering without a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders that the inclusion reasonable likelihood of such securities will not adversely affect affecting the price, timing or distribution of the offering or otherwise adversely affect its success securities being offered, then the Company shall register (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentencei) first, the amount maximum number of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Other Registrable Securities requested to be included in such registration by each the Holders and the Other Holders pursuant to any incidental or piggyback registration rights contained in any similar registration rights agreement which in the Underwriter's opinion can be sold, pro rata based on the number of Registrable Securities and Other Registrable Securities requested to be included by such Requesting HolderHolders and such Other Holders, until all of such Registrable Securities and Other Registrable Securities have been registered, and (ii) second, the maximum number of securities of the class then being registered requested to be included in such registration by the Company which in the managing Underwriter's opinion can be sold without having such an adverse effect.

Priority on Demand Registrations. No If a Demand Registration is to be accomplished through an underwritten sale, no securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a the Demand Registration unless the managing underwriter or underwriters shall advise the Company and the Requesting Holders that in writing that, in its opinion, the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”"). Furthermore, if In the event the managing underwriter or underwriters shall advise the Company and the Requesting Holders that, that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting Holders Shares to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of pro rata based upon the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder. In the event, however, the managing underwriter advises the Company and such other Persons entitled to participate therein that a portion of their securities may be included in the Demand Registration without a Material Adverse Effect, those securities shall be included in such proportions as the Company and such other Persons may agree among themselves.

Priority on Demand Registrations. No In the case of a Demand Registration in the form of a "firm commitment" underwritten offering, no securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an “a "Material Adverse Effect”"). Furthermore, if in the event the managing underwriter or underwriters shall advise the Company or the Requesting Holders that, that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are Company is so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting Holder.the

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”"ADVERSE EFFECT"). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for -------------------------------- the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless if the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will materially and adversely affect the price or success of the offering (a Material Adverse Effect ). Furthermore, in the ----------------------- event the managing underwriter or underwriters shall advise the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration Shares held by each such the Requesting HolderHolders.

Priority on Demand Registrations. No In the case of an underwritten offering, no securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless if the managing underwriter or underwriters Underwriter(s) shall advise the Requesting Holders that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an a “Material Adverse Effect”); provided, however, that for purposes of the foregoing, all of the Demand Holders who desire to participate in such Demand Registration shall be deemed to be Requesting Holders. Furthermore, if in the event the managing underwriter or underwriters Underwriter(s) shall advise the Requesting Holders that, that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities shares of Common Stock requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company and the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price, timing price or distribution success of the offering or otherwise adversely affect its success (an a “Material Adverse Effect”), subject to the Company’s right to convert any Demand Registration to a Converted Registration. Furthermore, if in the event the managing underwriter or underwriters shall advise the Company and the Requesting Holders that, that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Securities Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are Company is so advised can be sold in such offering without an a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities Shares requested to be included in such registration by each such Requesting Holder.

Priority on Demand Registrations. No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in such registration by each such Requesting HolderHolder or, if all Requesting Holders are GE Holders, then in such manner as GE directs.

Priority on Demand Registrations. No securities to be sold for the account of If, in any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration unless for an Underwritten Offering, the managing underwriter or underwriters shall advise thereof advises the Requesting Holders Company in writing that in its or their reasonable opinion the inclusion number of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included sold in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal exceeds the number of shares which the Requesting Holders are so advised that can be sold in such offering without an Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders having a material adverse effect on the basis success of the offering (including, without limitation, an impact on the selling price), then the Company shall include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters, can be sold without having a material adverse effect on the success of the offering. In the event that the managing underwriter determines that additional Registrable Securities may be sold in any Demand Registration without having a material adverse effect on the success of the offering, the Company may include comparable securities to be issued and sold by the Company or comparable securities held by persons other than the Investors. In connection with any Demand Registration to which the provisions of this Section 2(c) apply, such Demand Registration shall not reduce the number of Demand Registrations to which the Investors are entitled pursuant to Section 2(b)(i) of this Agreement if such Registration Statement excludes more than thirty percent (30%) of the number of Registrable Securities requested to be included in such registration by each such Requesting Holderthe Investors.