ON DEMAND REGISTRATIONS.
THE ISSUERS SHALL NOT INCLUDE IN ANY
DEMAND REGISTRATION ANY SECURITIES WHICH ARE NOT REGISTRABLE NOTES WITHOUT THE
PRIOR WRITTEN CONSENT OF THE HOLDERS OF AT LEAST 50% OF THE REGISTRABLE NOTES
INCLUDED IN SUCH REGISTRATION.
IF A DEMAND REGISTRATION IS AN UNDERWRITTEN
OFFERING AND THE MANAGING UNDERWRITERS ADVISE THE ISSUERS IN WRITING THAT IN
THEIR OPINION THE NUMBER OF REGISTRABLE NOTES AND, IF PERMITTED HEREUNDER, OTHER
SECURITIES REQUESTED TO BE INCLUDED IN SUCH OFFERING EXCEEDS THE NUMBER OF
REGISTRABLE NOTES AND OTHER SECURITIES, IF ANY, WHICH CAN BE SOLD THEREIN
WITHOUT ADVERSELY AFFECTING THE MARKETABILITY OF THE OFFERING, THE ISSUERS SHALL
INCLUDE IN SUCH REGISTRATION PRIOR TO THE INCLUSION OF ANY SECURITIES WHICH ARE
NOT REGISTRABLE NOTES THE NUMBER OF REGISTRABLE NOTES REQUESTED TO BE INCLUDED
WHICH IN THE OPINION OF SUCH UNDERWRITERS CAN BE SOLD WITHOUT ADVERSELY
AFFECTING THE MARKETABILITY OF THE OFFERING, PRO RATA AMONG THE RESPECTIVE
HOLDERS THEREOF ON THE BASIS OF THE AMOUNT OF REGISTRABLE NOTES OWNED BY EACH
SUCH HOLDER.
(D)
RESTRICTIONS ON DEMAND REGISTRATIONS.
THE ISSUERS SHALL NOT BE OBLIGATED
TO EFFECT ANY DEMAND REGISTRATION WITHIN 180 DAYS AFTER THE EFFECTIVE DATE OF A
PREVIOUS DEMAND REGISTRATION.
THE ISSUERS MAY POSTPONE FOR UP TO 90 DAYS THE
FILING OR THE EFFECTIVENESS OF A REGISTRATION STATEMENT FOR A DEMAND
REGISTRATION IF THE COMPANY'S BOARD OF MANAGERS DETERMINES IN ITS REASONABLE
GOOD FAITH JUDGMENT THAT SUCH DEMAND REGISTRATION WOULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT ON ANY PROPOSAL OR PLAN BY THE COMPANY OR ANY
OF ITS SUBSIDIARIES TO ENGAGE IN ANY ACQUISITION OF ASSETS OR STOCK (OTHER THAN
IN THE ORDINARY COURSE OF BUSINESS) OR ANY MERGER, CONSOLIDATION, TENDER OFFER,
RECAPITALIZATION, REORGANIZATION OR SIMILAR TRANSACTION OR REQUIRE THE ISSUERS
TO DISCLOSE ANY MATERIAL NONPUBLIC INFORMATION WHICH COULD REASONABLY BE LIKELY
TO BE DETRIMENTAL TO THE COMPANY AND ITS SUBSIDIARIES; PROVIDED THAT IN SUCH
EVENT, THE HOLDERS OF REGISTRABLE NOTES INITIALLY REQUESTING SUCH DEMAND
REGISTRATION SHALL BE ENTITLED TO WITHDRAW SUCH REQUEST AND, IF SUCH REQUEST IS
WITHDRAWN, SUCH DEMAND REGISTRATION SHALL NOT COUNT AS ONE OF THE PERMITTED
DEMAND REGISTRATIONS HEREUNDER AND THE ISSUERS SHALL PAY ALL REGISTRATION
EXPENSES IN CONNECTION WITH SUCH REGISTRATION.
THE COMPANY MAY DELAY A DEMAND
REGISTRATION HEREUNDER ONLY ONCE IN ANY TWELVE-MONTH PERIOD.
2.
REGISTRATION PROCEDURES.
WHENEVER THE HOLDERS OF REGISTRABLE NOTES HAVE
REQUESTED THAT ANY REGISTRABLE NOTES BE REGISTERED PURSUANT TO THIS AGREEMENT,
THE ISSUERS SHALL USE THEIR REASONABLE BEST EFFORTS TO EFFECT THE REGISTRATION
AND THE SALE OF SUCH REGISTRABLE NOTES IN ACCORDANCE WITH THE INTENDED METHOD OF
DISPOSITION THEREOF AND PURSUANT THERETO THE ISSUERS SHALL AS EXPEDITIOUSLY AS
POSSIBLE:
(A)
PREPARE AND FILE WITH THE SECURITIES AND EXCHANGE COMMISSION A
REGISTRATION STATEMENT, AND ALL AMENDMENTS AND SUPPLEMENTS THERETO AND RELATED
PROSPECTUSES AS MAY BE NECESSARY TO COMPLY WITH APPLICABLE SECURITIES LAWS, WITH
RESPECT TO SUCH REGISTRABLE NOTES AND USE ITS BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BECOME EFFECTIVE (PROVIDED THAT BEFORE FILING A
REGISTRATION STATEMENT OR PROSPECTUS OR