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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable 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 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 Shares Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares 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 Shares 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable 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 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 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 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 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 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 Holder in writing that 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 Shares 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 Shares 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 Shares 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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable 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 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 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 Shares Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares 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 Shares 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 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 Shares Units proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares 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 Shares 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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable 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 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 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 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 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 Shares 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 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 Shares Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Shares 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 Shares 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 relating to a "firm commitment" underwritten offering if the managing underwriter or underwriters Managing Underwriter shall advise the Requesting Holders and the Company in writing that the inclusion of such securities will not would 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 managing underwriter or underwriters event that the Managing Underwriter 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 Shares 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 Shares 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 Shares 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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable 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 Shares requested to be included in such registration by each such Requesting Holder.

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 in writing 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 Shares 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 Shares 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 Shares 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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 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 (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 Shares Units proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares 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 Shares 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 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 Shares 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 Shares 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 Shares requested to be included in such registration by each such Requesting HolderStockholder.

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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 Shares requested to be included in such registration by each such Requesting Holder.the

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 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”); 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 Shares Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Shares 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 Shares 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 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 Shares Units proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares 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 Shares 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 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 Shares Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares 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 Shares 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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 Shares requested to be included in such registration by each such Requesting Holder.a Material Adverse

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 Shares 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 Shares 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 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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable 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 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 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 Shares 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 Shares 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 Shares 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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable 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 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 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 pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 Shares requested to be included in such registration 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 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 writing 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 Shares securities proposed to be included in such Demand Registration by the Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares 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 Shares 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 Shares requested to be included in such registration 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 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 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 pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 Shares requested to be included in such registration held by each such the Requesting HolderHolders.

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 in writing that 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 pro rata based upon the number of Registrable 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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 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 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 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 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 pursuant to the immediately preceding sentence, the amount of Registrable Shares Interests proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable Shares 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 Shares requested to be included in such registration Interests held by each such the Requesting HolderHolders.

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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable 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 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 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 Shares 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 Shares 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 Shares 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 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 in writing that 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 Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable 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 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 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 Shares Units proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares 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 Shares 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 if 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”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 pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an a Material Adverse Effect, the Registrable 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 Shares requested to be included in such registration 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 Holder that, in writing that 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares shares of all Holders that have been requested to be included in such registration by each such Requesting Holderregistration.