Common use of Demand Offerings Clause in Contracts

Demand Offerings. Following the occurrence of an Event of Default, at any time following the date on which the Shelf Registration Statement or the Demand Registration Statement becomes effective, at the request of the Noteholder Representative, the Partnership shall facilitate in the manner described in this Agreement an offering of some or all of the Registrable Securities registered on such Registration Statement, including, if requested by the Noteholder Representative, pursuant to an Underwritten Offering, and the Partnership shall take all such reasonable actions as are requested by the Managing Underwriter(s) in order to expedite or facilitate the offering, including the participation by Partnership management in roadshows related to such offering. There shall be no limit on the number of “takedown” sales from the Shelf Registration Statement or offerings requested by the Noteholder Representative hereunder. However, in no event shall the Partnership be required to facilitate more than four Underwritten Offerings hereunder; provided, however, that in the event that the Managing Underwriter(s) of such offering advise the Partnership and the Noteholder Representative that, in the good faith opinion of the Managing Underwriter(s), the inclusion of all or some of such Registrable Securities would adversely and materially affect the success of the offering, and less than 80% of the Registrable Securities sought to be included in such offering by the Noteholder Representative are included in such consummated offering, then such offering shall not count for purposes of the limitation on the number of Underwritten Offerings.