REGISTRATION
REQUESTS AND CARLYLE MAY MAKE NO MORE THAN FOUR DEMAND REGISTRATION REQUESTS,
AND PROVIDED FURTHER, THAT IF THE INITIATING HOLDER IS NOT PERMITTED TO REGISTER
(AS A RESULT OF MARKET CONDITIONS, UNDERWRITER CUTBACKS OR OTHERWISE) AT LEAST
50% OF THE NUMBER OF REGISTRABLE SECURITIES WHICH SUCH HOLDER REQUESTED TO
REGISTER IN ANY DEMAND REGISTRATION, THEN SUCH DEMAND REGISTRATION REQUEST SHALL
NOT BE COUNTED FOR PURPOSES OF DETERMINING WHETHER SUCH INITIATING HOLDER HAS
EXHAUSTED SUCH HOLDER'S RIGHT TO MAKE DEMAND REGISTRATION REQUESTS HEREUNDER.
(B)
LIMITATIONS ON REGISTRATIONS.
THE REGISTRATION RIGHTS GRANTED TO
INITIATING HOLDERS PURSUANT TO THIS SECTION 6 ARE SUBJECT TO THE FOLLOWING
LIMITATIONS:
(I)
EACH SELLING SECURITYHOLDER SHALL PAY ALL SALES COMMISSIONS OR
OTHER SIMILAR SELLING CHARGES WITH RESPECT TO THE REGISTRABLE SECURITIES SOLD BY
SUCH SECURITYHOLDER PURSUANT TO A DEMAND REGISTRATION.
THE COMPANY SHALL PAY
ALL REGISTRATION AND FILING FEES, FEES AND EXPENSES OF COMPLIANCE WITH FEDERAL
AND STATE SECURITIES LAWS, PRINTING EXPENSES, MESSENGER AND DELIVERY EXPENSES,
FEES AND DISBURSEMENTS OF COUNSEL AND ACCOUNTANTS FOR THE COMPANY AND FEES AND
EXPENSES OF ONE COUNSEL, SELECTED BY THE INITIATING HOLDERS, FOR ALL SELLING
SECURITYHOLDERS IN CONNECTION WITH A DEMAND REGISTRATION, UNLESS THE APPLICABLE
STATE SECURITIES LAWS REQUIRE THAT STOCKHOLDERS WHOSE SECURITIES ARE BEING
REGISTERED PAY THEIR PRO RATA SHARE OF SUCH FEES, EXPENSES AND DISBURSEMENTS, IN
WHICH CASE EACH SECURITYHOLDER PARTICIPATING IN THE REGISTRATION SHALL PAY ITS
PRO RATA SHARE OF ALL SUCH FEES, EXPENSES AND DISBURSEMENTS BASED ON ITS PRO
RATA SHARE OF THE TOTAL NUMBER OF SHARES BEING REGISTERED;
(II)
THE INITIATING HOLDERS SHALL DETERMINE THE METHOD OF DISTRIBUTION
OF THE SECURITIES TO BE REGISTERED IN A DEMAND REGISTRATION AND IF AN
UNDERWRITTEN OFFERING, SHALL SELECT THE MANAGING UNDERWRITER OF SUCH OFFERING;
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(III)
THE COMPANY SHALL BE ENTITLED TO POSTPONE FOR A REASONABLE TIME
NOT EXCEEDING 180 DAYS THE FILING OF ANY REGISTRATION STATEMENT UNDER THIS
SECTION 6 IF, AT THE TIME IT RECEIVES A REQUEST FOR A DEMAND REGISTRATION
PURSUANT THERETO, THE BOARD SHALL DETERMINE IN GOOD FAITH THAT SUCH OFFERING
WILL INTERFERE WITH A PENDING FINANCING, MERGER, SALE OF ASSETS,
RECAPITALIZATION OR OTHER SIMILAR CORPORATION ACTION WHICH THE COMPANY IS
ACTIVELY PURSUING AND IS MATERIAL TO THE BUSINESS OF THE COMPANY OR IF THE BOARD
OTHERWISE DETERMINES THAT EFFECTING A REGISTRATION WOULD HAVE A MATERIAL ADVERSE
EFFECT ON THE COMPANY, PROVIDED, THAT THE COMPANY MAY ONLY POSTPONE SUCH
REGISTRATION UNDER THIS SUB-CLAUSE (III) ONE TIME IN ANY 360-DAY PERIOD; AND
(IV)
A REGISTRATION STATEMENT THAT DOES NOT BECOME EFFECTIVE OR DOES
NOT REMAIN EFFECTIVE FOR THE PERIOD SPECIFIED IN SECTION 7(B) SHALL BE DEEMED
NOT TO CONSTITUTE A REGISTRATION STATEMENT FILED PURSUANT TO THIS SECTION 6,
PROVIDED, THAT, IF SUCH REGISTRATION STATEMENT DOES NOT BECOME EFFECTIVE OR DOES
NOT REMAIN EFFECTIVE FOR SUCH PERIOD SOLELY BY REASON OF THE INITIATING HOLDER'S
REFUSAL TO PROCEED, IT SHALL BE DEEMED TO CONSTITUTE A REGISTRATION STATEMENT
FILED PURSUANT TO SECTION 6 UNLESS THE INITIATING HOLDER SHALL HAVE ELECTED TO
PAY ALL EXPENSES IN CONNECTION WITH